Common use of Payments on Collateral Clause in Contracts

Payments on Collateral. Without limiting the rights of the ---------------------- Agent under any other provision of this Agreement, if an Event of Default shall occur and be continuing: (a) The Agent may, or upon the request of the Agent each Grantor shall, notify Account Debtors obligated to make payments under any or all Receivables or General Intangibles that the Agent and the other Secured Parties have a security interest in such Collateral and that payments shall be made directly to, or to a Cash Collateral Account designated by, the Agent. Each Grantor will use all reasonable efforts to cause each Account Debtor to comply with the foregoing instruction. In furtherance of the foregoing, each Grantor authorizes the Agent (i) to ask for, demand, collect, receive and give acquittances and receipts for any and all amounts due and to become due under any Collateral and, in the name of such Grantor or its own name or otherwise, (ii) to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Collateral (including by filing a Notice of Assignment, substantially in the form of Exhibit D-2, or any other instrument of document with any Governmental Authority) and (iii) to file any claim or take any other action in any court of law or equity or otherwise which it may deem appropriate for the purpose of collecting any amounts due under any Collateral; (b) all payments received by any Grantor under or in connection with any of the Collateral shall be held by such Grantor in trust for the Agent, shall be segregated from other funds of such Grantor and shall forthwith upon receipt by such Grantor be turned over to the Agent, in the same form as received by such Grantor (duly indorsed by each Grantor to the Agent, if required to permit collection thereof by the Agent); and (c) all such payments received by the Agent (whether from a Grantor or otherwise) may, in the sole discretion of the Agent, be held by the Agent as collateral security for, and/or then or at any time thereafter be applied in whole or in part by the Agent to the payment of the expenses and Secured Obligations as set forth in Section 6.11.

Payments on Collateral. Without limiting the rights of the ---------------------- Agent under any other provision of this Agreement, if an Event of Default shall occur and be continuing: (a) The Agent may, or upon the request of the Agent each Grantor shall, notify Account Debtors obligated to make payments under any or all Receivables or General Intangibles that the Agent and the other Secured Parties have a security interest in such Collateral and that payments shall be made directly to, or to a Cash Collateral Account designated by, the Agent. Each Grantor will use all reasonable efforts to cause each Account Debtor to comply with the foregoing instruction. In furtherance of the foregoing, each Grantor Pledgor authorizes the Agent (i) to ask for, demand, collect, receive and give acquittances and receipts for any and all amounts due and to become due under any Collateral and, in the name of such Grantor the Pledgor or its own name or otherwise, (ii) to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Collateral (including by filing a Notice of Assignment, substantially in the form of Exhibit D-2, or any other instrument of document with any Governmental Authority) and (iii) to file any claim or take any other action in any court of law or equity or otherwise which it may deem appropriate for the purpose of collecting any amounts due under any Collateral; (b) all payments received by any Grantor the Pledgor under or in connection with any of the Collateral shall be held by such Grantor the Pledgor in trust for the Agent, shall be segregated from other funds of such Grantor the Pledgor and shall forthwith upon receipt by such Grantor the Pledgor be turned over to the Agent, in the same form as received by such Grantor the Pledgor (duly indorsed by each Grantor the Pledgor to the Agent, if required to permit collection thereof by the Agent); and (c) all such payments received by the Agent (whether from a Grantor the Pledgor or otherwise) (i) may, in the sole discretion of the Agent, be held by the Agent as collateral security for, and/or then or at any time thereafter be applied in whole or in part by the Agent to the payment of the expenses and Secured Obligations as set forth in Section 6.115.03(c) and (ii) if held as collateral security, shall be deposited in the Cash Account. If requested by the Pledgor, the Agent will, subject to this Article V, from time to time (i) invest, amounts on deposit in the Cash Account in such Cash Equivalents as the Pledgor may select and (ii) invest interest paid on the Cash Equivalents referred to in clause (i) above, and reinvest other proceeds of any such Cash Equivalents that may mature or be sold, in each case in such Cash Equivalents as the Pledgor may select. Interest and proceeds that are not so invested or reinvested shall be deposited and held in the Cash Account.

Payments on Collateral. Without limiting the rights of the ---------------------- Agent under any other provision of this Agreement, if an Event of Default shall occur and be continuing: (a) The the Agent may, or upon the request of the Agent each Grantor Pledgor shall, notify Account Debtors obligated to make payments under any or all Receivables or General Intangibles that the Agent and the other Secured Parties have a security interest in such Collateral and that payments shall be made directly to, or to a the Cash Collateral Account designated by, the AgentAccount. Each Grantor Pledgor will use all reasonable efforts to cause each Account Debtor to comply with the foregoing instruction. In furtherance of the foregoing, each Grantor Pledgor authorizes the Agent (i) to ask for, demand, collect, receive and give acquittances and receipts for any and all amounts due and to become due under any Collateral and, in the name of such Grantor Pledgor or its own name or otherwise, (ii) to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Collateral (including by filing a Notice of Assignment, substantially in the form of Exhibit D-2, or any other instrument of document with any Governmental Authority) and (iii) to file any claim or take any other action in any court of law or equity or otherwise which it may deem appropriate for the purpose of collecting any amounts due under any Collateral; (b) all payments received by any Grantor Pledgor under or in connection with any of the Collateral shall be held by such Grantor Pledgor in trust for the Agent, shall be segregated from other funds of such Grantor Pledgor and shall forthwith upon receipt by such Grantor Pledgor be turned over to the Agent, in the same form as received by such Grantor Pledgor (duly indorsed by each Grantor Pledgor to the Agent, if required to permit collection thereof by the Agent); and (c) all such payments received by the Agent (whether from a Grantor Pledgor or otherwise) (i) may, in the sole discretion of the Agent, be held by the Agent as collateral security for, and/or then or at any time thereafter be applied in whole or in part by the Agent to the payment of the expenses and Secured Obligations as set forth in Section 6.115.03(c) and (ii) if held as collateral security, shall be deposited in the Cash Account. If requested by the Borrower, the Agent will, subject to this Article V, from time to time (i) invest amounts on deposit in the Cash Account in such Cash Equivalents as the Borrower may select and (ii) invest interest paid on the Cash Equivalents referred to in clause (i) above, and reinvest other proceeds of any such Cash Equivalents that may mature or be sold, in each case in such Cash Equivalents as the Borrower may select. Interest and proceeds that are not so invested or reinvested shall be deposited and held in the Cash Account.

Payments on Collateral. Without limiting Upon the rights of the ---------------------- Agent under Borrower or TFCI (or any other provision Affiliate of this AgreementBorrower or of TFCI or any Person acting for or in concert with the Borrower or TFCI) receiving any checks, if an Event notes, drafts, other instruments, cash, other monies or any other items of Default shall occur payment, representing payments on or otherwise with respect to or relating to any and be continuing: (a) The Agent may, or upon the request of the Agent each Grantor shall, notify Account Debtors obligated to make payments under any or all Receivables or General Intangibles that the Agent and the other Secured Parties have a security interest in such Collateral and that payments shall be made directly to, or to a Cash Collateral Account designated by, the Agent. Each Grantor will use all reasonable efforts to cause each Account Debtor to comply with the foregoing instruction. In furtherance of the foregoing, each Grantor authorizes the Agent (i) to ask for, demand, collect, receive and give acquittances and receipts for any and all amounts due and to become due under any Collateral and, in the name of such Grantor or its own name or otherwise, (ii) to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Collateral (including by filing a Notice of Assignment, substantially in the form of Exhibit D-2, or any other instrument of document with any Governmental Authority) and (iii) to file any claim Collateral, Borrower or take any other action in any court of law or equity or otherwise which it TFCI, as the case may deem appropriate for the purpose of collecting any amounts due under any Collateral; (b) all payments received by any Grantor under or in connection with any of the Collateral be, shall be held by such Grantor receive same in trust for the AgentLender and immediately upon receipt thereof shall (i) deliver same duly endorsed by Borrower or TFCI, as the case may be, for deposit, to Lender for immediate deposit in a cash collateral account established by the Lender (and same shall be segregated from deposited in such account), and (ii) if requested by the Lender, forward to the Lender, on a daily basis, copies of all such items and deposit slips related thereto, together with a collection report in form and substance satisfactory to the Lender. All such checks, notes, drafts, other funds instruments, cash, other monies or other items of payment shall be the sole and exclusive property of the Lender immediately upon receipt of such Grantor items by the Borrower or TFCI and shall forthwith upon receipt by such Grantor be turned over to the Agent(at all times), in the same form as received by such Grantor (duly indorsed by each Grantor to the Agent, if required to permit collection thereof by the Agent); and (c) all such payments received by the Agent (whether from a Grantor or otherwise) may, in the sole discretion of the Agent, be held by the Agent as collateral security for, and/or then or at any time thereafter be until actually applied in whole or in part by the Agent to the payment of the expenses and Secured Obligations as hereinafter set forth forth, be part of the Collateral securing the payment and performance of the Secured Obligations. After allowing two (2) days for collection of checks and other instruments, the Lender will credit (conditional upon final collection) all such payments to such collateral account. Such collateral account shall be a blocked account to which the Lender shall have sole access and sole dominion and control. The amounts in such account shall (unless otherwise determined by the Lender) be drawn upon by the Lender (at any time and from time to time and without the need for notice) and applied to the (i) prepayment or payment of the Revolving Credit Loans, (ii) the payment of interest on the Revolving Credit Loans (and any other amounts then due hereunder), and (iii), if a Default or Event of Default is then continuing, to the payment (or prepayment) of any other Secured Obligations; provided, that, after such application by the Lender (and provided further, no Event of Default then exists hereunder) the Borrower or TFCI, as the case may be, shall be entitled to any remaining amounts in such account (provided, it is understood that any balances in such account shall not accrue interest in favor of the Borrower or TFCI). (Nothing contained herein shall, or shall be interpreted or construed to, limit the unconditional obligation of the Borrower (or of any Guarantor) to pay all Secured Obligations in full when due, and if the amount in the collateral account is insufficient to pay all Secured Obligations then due Borrower shall immediately pay any deficiency; and, provided, further, that the Lender shall not be required to look to such account as its first source of repayment.) Nothing contained in this Section 6.111.8 shall be construed or interpreted to limit any right or remedy of the Lender under Section 8.15 hereof or under any other term or provision of any of the Financing Documents. Borrower shall pay all standard charges of the Lender for operating such account and other related charges.