Common use of Cash Proceeds Clause in Contracts

Cash Proceeds. Subject to the terms and conditions of the General Intercreditor Agreement, in addition to the rights of the Collateral Trustee specified in Section 4.3 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other non-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Trustee, segregated from other funds of such Grantor, and, unless otherwise agreed in writing by the Collateral Trustee, shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.4(a)(ii), be turned over to the Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Trustee, if required) and held by the Collateral Trustee in the Collateral Account. Subject to the terms and conditions of the General Intercreditor Agreement, any Cash Proceeds received by the Collateral Trustee (whether from a Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing, shall be held by the Collateral Trustee for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Collateral Trustee, (A) be held by the Collateral Trustee 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 Collateral Trustee against the Secured Obligations then due and owing.

Cash Proceeds. Subject to the terms and conditions of the General Intercreditor Agreement, in addition to the rights of the Revolving Collateral Trustee Agent specified in Section 4.3 with respect to payments of Receivables, if any Event of Default shall have occurred and be continuing, all proceeds Proceeds of any Collateral received by any Grantor consisting of cash, checks and other non-cash items (collectively, “Cash Proceeds”) Proceeds shall be held by such Grantor in trust for the Revolving Collateral TrusteeAgent, segregated from other funds of such Grantor, and, unless otherwise agreed in writing by the Collateral Trustee, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.4(a)(ii)5.14 of the Revolving Credit Agreement, be turned over to the Revolving Collateral Trustee Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Revolving Collateral TrusteeAgent, if required) and held by the Revolving Collateral Trustee in Agent, provided, however, that prior to the Discharge of Term Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Collateral Accountconstituting Term Priority Collateral by delivering such Cash Proceeds to the Term Collateral Agent. Subject to the terms and conditions of the General Intercreditor Agreement, any Cash Proceeds received by the Revolving Collateral Trustee Agent (whether from a Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing), shall be held by the Collateral Trustee for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Revolving Collateral TrusteeAgent, subject to the terms of the Intercreditor Agreement, (A) be held by the Revolving Collateral Trustee 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 Revolving Collateral Trustee Agent against the Secured Obligations then due and owing; provided, however, that prior to the Discharge of Term Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Term Priority Collateral by delivering such proceeds to the Term Collateral Agent.

Cash Proceeds. Subject to the terms and conditions of the General Intercreditor Agreement, in In addition to the rights of the Revolving Collateral Trustee Agent specified in Section 4.3 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other non-cash items (collectively, “Cash Proceeds”) Proceeds shall be held by such Grantor in trust for the Revolving Collateral TrusteeAgent, segregated from other funds of such Grantor, and, unless otherwise agreed in writing by the Collateral Trustee, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.4(a)(ii4.4.1(a)(ii), be turned over to the Revolving Collateral Trustee Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Revolving Collateral TrusteeAgent, if required) and held by the Revolving Collateral Trustee in the Collateral Account. Subject Agent, provided, however, that prior to the terms and conditions Discharge of Term Obligations, such Grantor shall satisfy the General Intercreditor Agreement, any delivery requirements of this section with respect to Cash Proceeds of Fixed Collateral by delivering such Proceeds to the Term Collateral Agent. Any Cash Proceeds received by the Revolving Collateral Trustee Agent (whether from a Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing, shall be held by the Revolving Collateral Trustee Agent for the ratable benefit of the Secured Parties, as forth in the Intercreditor Agreement, as collateral security for the Secured Obligations (whether matured or unmatured) and the Secured Obligations under and as defined in the Term Security Agreement (whether matured or unmatured) and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Revolving Collateral TrusteeAgent, subject to the terms of the Intercreditor Agreement, (A) be held by the Revolving Collateral Trustee Agent for the ratable benefit of the Secured Parties, as set forth in the Intercreditor Agreement, as collateral security for the Secured Obligations (whether matured or unmatured) and the Secured Obligations under and as defined in the Term Security Agreement (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Revolving Collateral Trustee Agent against the Secured Obligations then due and owing.

Cash Proceeds. Subject to the terms and conditions of the General Intercreditor Agreement, in addition to the rights of the Revolving Collateral Trustee Agent specified in Section 4.3 with respect to payments of Receivables, if any Event of Default shall have occurred and be continuing, all proceeds Proceeds of any Collateral received by any Grantor consisting of cash, checks and other non-cash items (collectively, “Cash Proceeds”) Proceeds shall be held by such Grantor in trust for the Revolving Collateral TrusteeAgent, segregated from other funds of such Grantor, and, unless otherwise agreed in writing by the Collateral Trustee, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.4(a)(ii)5.14 of the Revolving Credit Agreement, be turned over to the Revolving Collateral Trustee Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Revolving Collateral TrusteeAgent, if required) and held by the Revolving Collateral Trustee in Agent, provided, however, that prior to the Discharge of Notes Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Collateral Accountconstituting Notes Priority Collateral by delivering such Cash Proceeds to the Secured Notes Collateral Agent. Subject to the terms and conditions of the General Intercreditor Agreement, any Cash Proceeds received by the Revolving Collateral Trustee Agent (whether from a Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing), shall be held by the Collateral Trustee for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Revolving Collateral TrusteeAgent, subject to the terms of the Intercreditor Agreement, (A) be held by the Revolving Collateral Trustee 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 Revolving Collateral Trustee Agent against the Secured Obligations then due and owing; provided, however, that prior to the Discharge of Notes Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Notes Priority Collateral by delivering such proceeds to the Secured Notes Collateral Agent.

Cash Proceeds. Subject to the terms and conditions of the General Intercreditor Agreement, in addition to the rights of the Term Collateral Trustee Agent specified in Section 4.3 with respect to payments of Receivables, if any Event of Default shall have occurred and be continuing, all proceeds Proceeds of any Collateral received by any Grantor consisting of cash, checks and other non-cash items (collectively, “Cash Proceeds”) Proceeds shall be held by such Grantor in trust for the Term Collateral TrusteeAgent, segregated from other funds of such Grantor, and, unless otherwise agreed in writing by the Collateral Trustee, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.4(a)(ii)5.14 of the Term Loan Agreement, be turned over to the Term Collateral Trustee Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Term Collateral TrusteeAgent, if required) and held by the Term Collateral Trustee in Agent, provided, however, that prior to the Discharge of Revolving Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Collateral Accountconstituting Revolving Priority Collateral by delivering such Cash Proceeds to the Revolving Collateral Agent. Subject to the terms and conditions of the General Intercreditor Agreement, any Cash Proceeds received by the Term Collateral Trustee Agent (whether from a Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing), shall be held by the Collateral Trustee for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Term Collateral TrusteeAgent, subject to the terms of the Intercreditor Agreement, (A) be held by the Term Collateral Trustee 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 Term Collateral Trustee Agent against the Secured Obligations then due and owing; provided, however, that prior to the Discharge of Revolving Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Revolving Priority Collateral by delivering such proceeds to the Revolving Collateral Agent.