Common use of Cash Proceeds Clause in Contracts

Cash Proceeds. In addition to the rights of the Security Agent specified in Section 4.3 with respect to payments of Collateral Receivables, after occurrence and during the continuance of an Event of Default, upon request by the Security Agent, all proceeds of any Collateral received by Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by Grantor in trust for the Security Agent, segregated from other funds of Grantor, and shall, forthwith upon receipt by Grantor, unless otherwise provided in this Agreement or any other Notes Document, be turned over to the Security Agent in the exact form received by Grantor (duly indorsed by Grantor to the Security Agent, if required) and held by the Security Agent in a Collateral Account. Any Cash Proceeds received by the Security Agent (whether from Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing, shall be held by the Security Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and, upon request of Company, returned to Company, and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Security Agent, (A) be held by the Security Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Security Agent against the Secured Obligations then due and owing.

Cash Proceeds. In addition to the rights of the Security Agent specified in Section 4.3 with respect to payments of Collateral Receivables, after occurrence and during the continuance of an Event of Default, upon request by the Security Agent, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Security Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided in this Agreement or any other Notes Document, be turned over to the Security Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Security Agent, if required) and held by the Security Agent in a Collateral Account. Any Cash Proceeds received by the Security Agent (whether from a Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing, shall be held by the Security Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and, upon request of Company, returned to Company, and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Security Agent, (A) be held by the Security Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Security Agent against the Secured Obligations then due and owing.

Cash Proceeds. In addition to the rights of the Security Agent specified in Section 4.3 with respect to payments of Collateral Receivables, after occurrence and during the continuance of an Event of Default, upon request by the Security Agent, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Security Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided in this Agreement or any other Notes Loan Document, be turned over to the Security Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Security Agent, if required) and held by the Security Agent in a Collateral Account. Any Cash Proceeds received by the Security Agent (whether from a Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing, shall be held by the Security Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and, upon request of Company, returned to Company, and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Security Agent, (A) be held by the Security Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Security Agent against the Secured Obligations then due and owing.

Cash Proceeds. In addition to the rights of the Security Agent specified in Section 4.3 with respect to payments of Collateral Receivables, after occurrence and during the continuance of If an Event of Default, upon request by the Security AgentDefault shall have occurred and be continuing, all proceeds of any Collateral received by any Grantor consisting of cash, checks Cash and other near-cash items Cash Equivalents (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Security Collateral Agent, segregated from other funds of such Grantor, and shall, shall forthwith upon receipt by Grantor, unless otherwise provided in this Agreement or any other Notes Document, such Grantor be turned over to the Security Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Security Collateral Agent, if required) and held by the Security Collateral Agent in a the Collateral Account. Any Cash Proceeds received by the Security Collateral Agent (whether from a Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing, shall be held deposited into the Collection Account and handled as required by this Agreement, the Security Agent for other Pledge Agreements or the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and, upon request of Company, returned to CompanyCredit Agreement, and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Security Agent, Collateral Agent (A) be held by the Security Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or ), or (B) then or at any time thereafter may be applied by the Security Collateral Agent against the Secured Obligations then due and owingowing (including to Cash Collateralize Letters of Credit) in accordance with Section 7.2.

Cash Proceeds. In addition to the rights of the Security Collateral Agent specified in Section 4.3 with respect to payments of Collateral Receivables, after occurrence subject to the terms and during conditions of the continuance of an Event of Default, upon request by the Security AgentIntercreditor Agreement, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other nearnon-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Security Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided in this Agreement or any other Notes Documentpursuant to Section 4.4(a)(ii), be turned over to the Security Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Security Collateral Agent, if required) and held by the Security Collateral Agent in a the in an account maintained under the sole dominion and control of the Collateral AccountAgent. Any Cash Proceeds received by the Security Collateral Agent (whether from a Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing, shall be held by the Security Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and, upon request of Company, returned to Company, and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Security Collateral Agent, (A) be held by the Security Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Security Collateral Agent against the Secured Obligations then due and owing.

Cash Proceeds. In addition to the rights of the Security Collateral Agent specified in Section 4.3 with respect to payments of Collateral Receivables, after occurrence and during the continuance of an Event of Default, upon request by the Security Collateral Agent, all proceeds of any Collateral received by Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by Grantor in trust for the Security Collateral Agent, segregated from other funds of Grantor, and shall, forthwith upon receipt by Grantor, unless otherwise provided in this Agreement or any other Notes Credit Document, be turned over to the Security Collateral Agent in the exact form received by Grantor (duly indorsed by Grantor to the Security Collateral Agent, if required) and held by the Security Collateral Agent in a Collateral Account. Any Cash Proceeds received by the Security Collateral Agent (whether from Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing, shall be held by the Security Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and, upon request of Company, returned to Company, and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Security Collateral Agent, (A) be held by the Security Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Security Collateral Agent against the Secured Obligations then due and owing.

Cash Proceeds. In addition to the rights of the Security Administrative Agent specified in Section 4.3 with respect to payments of Collateral Receivables, after upon the occurrence and during the continuance of an any Event of Default, upon request by the Security Agent, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other nearnon-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Security Administrative Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by Grantorsuch Grantor (and, unless otherwise provided in this Agreement or any other Notes Documentevent, within two (2) Business Days of receipt thereof), be turned over to the Security Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Security Administrative Agent, if required) and held by deposited into the Security Agent in a Collateral Administrative Agent’s Account. Any ; and any such Cash Proceeds received by the Security Administrative Agent (whether from a Grantor or otherwise) shall be applied by the Administrative Agent against the Secured Obligations in accordance with Section 2.11(a) of the Financing Agreement. Subject to Section 4.3, any Cash Proceeds received by the Administrative Agent (whether from a Grantor or otherwise): (i) if at any time that no Event of Default shall have occurred and be continuing, shall be held by the Security Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and, upon request of Company, returned to Company, the Grantor and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Security Administrative Agent, (A) be held by the Security Administrative Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Security Administrative Agent against the Secured Obligations then due and owing.

Cash Proceeds. In addition to the rights of the Security Agent specified in Section 4.3 with respect to payments of Collateral Receivables, after occurrence and during the continuance of an Event of Default, upon request by the Security Agent, all proceeds of any Collateral received by Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by Grantor in trust for the Security Agent, segregated from other funds of Grantor, and shall, forthwith upon receipt by Grantor, unless otherwise provided in this Agreement or any other Notes Loan Document, be turned over to the Security Agent in the exact form received by Grantor (duly indorsed by Grantor to the Security Agent, if required) and held by the Security Agent in a Collateral Account. Any Cash Proceeds received by the Security Agent (whether from Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing, shall be held by the Security Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and, upon request of Company, returned to Company, and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Security Agent, (A) be held by the Security Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Security Agent against the Secured Obligations then due and owing.

Cash Proceeds. In addition to the rights of the Security Agent specified in Section 4.3 with respect to payments of Collateral Receivables, after occurrence and during the continuance of an Event of Default, upon request by the Security Agent, all All proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “"Cash Proceeds”") shall be held by such Grantor in trust for the Security AgentSecured Party, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided in this Agreement or any other Notes Document, be turned over to the Security Agent Secured Party in the exact form received by such Grantor (duly indorsed by such Grantor to the Security AgentSecured Party, if required) and held by the Security Agent in a Collateral AccountSecured Party. Any Cash Proceeds received by the Security Agent Secured Party (whether from a Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing, shall be held by the Security Agent Secured Party for the ratable benefit of the Secured PartiesBeneficiaries, as collateral security for the Secured Obligations (whether matured or unmatured) and, upon request of Company, returned to Company, and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Security AgentSecured Party, (A) be held by the Security Agent Secured Party for the ratable benefit of the Secured PartiesBeneficiaries, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Security Agent Secured Party against the Secured Obligations then due and owing.