Common use of Collection of Accounts, Proceeds of Collateral Clause in Contracts

Collection of Accounts, Proceeds of Collateral. All payment items received by any Loan Party in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Loan Party as trustee of an express trust for the Administrative Agent’s benefit; such Loan Party shall immediately deposit same in kind in a Dominion Account or other DDA, as applicable, for application, as the case may be after the occurrence of a Cash Dominion Event or an Event of Default, to the applicable Finance Obligations in accordance with the terms of this Agreement and the Security Agreement. The Administrative Agent retains the right at all times that a Default or an Event of Default exists to notify Account Debtors of any Loan Party that Accounts have been assigned to the Administrative Agent and to collect Accounts directly in its own name and to charge to the Borrowers the collection costs and expenses incurred by the Administrative Agent or Lenders, including reasonable attorneys’ fees. Upon the occurrence and during the continuation of a Cash Dominion Event or an Event of Default, all monies properly deposited in the Concentration Account shall be deemed to be voluntary prepayments of Senior Credit Obligations and applied in accordance with Section 2.05(b)(ii) and Section 2.12(b) to reduce outstanding Senior Credit Obligations.

Collection of Accounts, Proceeds of Collateral. All payment items received by any Loan Party in respect of its Accounts, together with the proceeds of any other Collateral, shall be held by such Loan Party as trustee of an express trust for the Administrative Agent’s benefit; such Loan Party shall immediately deposit same in kind in a Dominion Account or other DDA, as applicable, for application, as the case may be after the occurrence of a Cash Dominion Event or an Event of Defaultbe, to the applicable Finance Obligations in accordance with the terms of this Agreement and the Security Agreement. The Administrative Agent retains the right at all times that a Default or an Event of Default exists to notify Account Debtors of any Loan Party (other than Account Debtors with respect to Specified Government Accounts) that Accounts (other than Specified Government Accounts) have been assigned to the Administrative Agent and to collect Accounts (other than Specified Government Accounts) directly in its own name and to charge to the Borrowers the collection costs and expenses incurred by the Administrative Agent or Lenders, including reasonable attorneys’ fees. Upon the occurrence and during the continuation of a Cash Dominion Event or an Event of Default, all monies properly deposited in the Concentration Account shall be deemed to be voluntary prepayments of Senior Credit Obligations and applied in accordance with Section 2.05(b)(ii) and Section 2.12(b) to reduce outstanding Senior Credit Obligations.