Common use of Proceeds to be Turned Over To Agent Clause in Contracts

Proceeds to be Turned Over To Agent. In addition to the rights of Agent specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other cash equivalent items shall be held by such Grantor in trust for Agent (for the benefit of the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to Agent in the exact form received by such Grantor (duly indorsed by such Grantor to Agent, if required). All Proceeds received by Agent hereunder shall be held by Agent in a collateral account maintained under its sole dominion and control. All Proceeds, while held by Agent (for the benefit of the Secured Parties) in any collateral account (or by such Grantor in trust for Agent (for the benefit of the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Secured Parties specified in Section 6.1 hereof 6.01 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, upon written request from the Agent, all Proceeds received by any Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for the benefit of and the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if requiredrequested). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, such Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for the Agent (for the benefit of and the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.04.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the other Secured Parties specified in Section 6.1 hereof subsection 5.1 with respect to payments of ReceivablesAccounts, subject to the terms of any applicable Intercreditor Agreement, if an Event of Default shall occur and be continuingcontinuing and the Agent so requires by notice in writing to the relevant Grantor, all Proceeds received by any Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for the benefit of and the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral deposit account maintained under its sole dominion and controlcontrol and on terms and conditions reasonably satisfactory to the Agent (the “Collateral Deposit Account”). All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Deposit Account (or by such Grantor in trust for the Agent (for the benefit of and the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereofsubsection 5.4.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Lenders specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuing, upon written request from the Agent, all Proceeds received by any Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders, segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if requiredrequested). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, such Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.4.

Proceeds to be Turned Over To Agent. In addition to the rights of Agent the Secured Parties specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, Cash Equivalents, checks and other near-cash equivalent items shall be held by such Grantor in trust for Agent (for the benefit of the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent (or the ABL Administrative Agent in accordance with the ABL Intercreditor Agreement) in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for Agent (for the benefit of the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.4.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Lenders specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuing, upon written request from the Agent, all Proceeds received by any Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders, segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if requiredrequested). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, such Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.4.

Proceeds to be Turned Over To Agent. In addition to the rights of Agent the Secured Parties specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, Cash Equivalents, checks and other near-cash equivalent items shall be held by such Grantor in trust for Agent (for the benefit of the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for Agent (for the benefit of the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.4.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Lenders specified in Section 6.1 hereof with respect to payments of ReceivablesCredit Card Accounts Receivable, if an Event of Default shall occur and be continuing, and if requested by the Agent (or automatically in the case of an Event of Default under Section 7.01(e) of the Credit Agreement with respect to any Borrower), all Proceeds received by any Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders, segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.4.

Proceeds to be Turned Over To Agent. In addition to the rights of Agent specified in Section 6.1 hereof with respect to payments of Receivables, if If an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, Cash Equivalents, checks and other near-cash equivalent items shall be held by such Grantor in trust for Agent (for the benefit of the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor Pledgor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Collateral Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for Agent (for the benefit of the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereofthe Credit Agreement.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Lenders specified in Section 6.1 hereof subsection 5.3 with respect to payments of ReceivablesAccounts, if an Event of Default shall occur and be continuing, continuing all Proceeds received by any Grantor the Borrower consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor the Borrower in trust for the Agent (for and the benefit of the Secured Parties)Lenders, segregated from other funds of such Grantorthe Borrower, and shall, upon written request of Agent, forthwith upon receipt by such Grantorthe Borrower, be turned over to the Agent in the exact form received by such Grantor the Borrower (duly indorsed by such Grantor the Borrower to the Agent, if required)) and held by the Agent in a Collateral Account maintained under the sole dominion and control of the Agent. All Proceeds received by Agent hereunder shall be while held by the Agent in a collateral account maintained under its sole dominion and control. All Proceeds, while held by Agent (for the benefit of the Secured Parties) in any collateral account Collateral Account (or by such Grantor the Borrower in trust for the Agent (for and the benefit of the Secured Parties)Lenders) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereofsubsection 7.3.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Lenders specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other cash equivalent items shall be held by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders, segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account maintained under its sole dominion and control. All Proceeds, while held by the Agent (for the benefit of the Secured Parties) in any collateral account (or by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders) established pursuant hereto, shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.5.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Lenders specified in Section 6.1 hereof 3 with respect to payments of ReceivablesAccounts, if an Event of Default shall occur and be continuing, the Agent may require, by notice to the Grantor that all Proceeds received by any the Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such the Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders, segregated from other funds of such the Grantor, and shall, upon written request of Agent, forthwith upon receipt by such the Grantor, be turned over to the Agent in the exact form received by such the Grantor (duly indorsed by such the Grantor to the Agent, if required)) and held by the Agent in a Collateral Account maintained under the sole dominion and control of the Agent. All Proceeds received by Agent hereunder shall be while held by the Agent in a collateral account maintained under its sole dominion and control. All Proceeds, while held by Agent (for the benefit of the Secured Parties) in any collateral account Collateral Account (or by such the Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof8(c).

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the other Secured Parties specified in Section 6.1 hereof subsection 5.1 with respect to payments of ReceivablesAccounts, subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuingcontinuing and the Agent so requires by notice in writing to the relevant Grantor, all Proceeds received by any Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for the benefit of and the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral deposit account maintained under its sole dominion and controlcontrol and on terms and conditions reasonably satisfactory to the Agent (the “Collateral Deposit Account”). All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Deposit Account (or by such Grantor in trust for the Agent (for the benefit of and the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereofsubsection 5.4.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Secured Parties specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuing, upon written request from the Agent, all Proceeds received by any Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for the benefit of and the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if requiredrequested). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, such Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for the Agent (for the benefit of and the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.4.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Lenders specified in Section 6.1 hereof subsection 5.3 with respect to payments of ReceivablesAccounts, if an Event of Default shall occur and be continuing, all Proceeds received by any such Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders, segregated from other funds of such Grantorthe Grantors, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if required). All Proceeds received by Agent hereunder shall be ) and held by the Agent in a collateral account maintained under its the sole dominion and controlcontrol of the Agent. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any a collateral account (or by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereofsubsection 6.3.

Proceeds to be Turned Over To Agent. In addition to the rights of Agent the Note Secured Parties specified in Section 6.1 hereof 5.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, Cash Equivalents, checks and other near-cash equivalent items shall be held by such Grantor in trust for Agent (for the benefit of the Note Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for Agent (for the benefit of the Note Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof5.4.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Lenders specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders, segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such GrantorGuarantor, be turned over to the Agent in the exact form received by such Grantor Guarantor (duly indorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.4.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Lenders specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuingcontinuing and the Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, all Proceeds received by any Grantor consisting of cash, checks and other cash equivalent items Cash Equivalents shall be held by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders, segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Lenders specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuingcontinuing and the Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, all Proceeds received by any Grantor consisting of cash, checks and other cash equivalent items Cash Equivalents shall be held by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders, segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.5.

Proceeds to be Turned Over To Agent. In addition to the rights of Agent specified in Section 6.1 hereof with respect to payments of Receivables, if If an Event of Default ----------------------------------- shall occur and be continuing, all Proceeds received by any Grantor during the continuance of such Event of Default consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders, segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. If such Proceeds consist of cash, the Agent will hold such proceeds in the MOB Cash Collateral Account. All Proceeds, while such Proceeds shall be held by the Agent (for the benefit of the Secured Parties) in any collateral account such Collateral Account (or by such Grantor in trust for the Agent (for and the benefit Lenders) during the continuance of the Secured Parties)) established pursuant hereto, shall continue to be held such Event of Default as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied toward the payment of such Obligations as provided in Section 6.5 hereof7.3.

Proceeds to be Turned Over To Agent. In addition to the rights of Agent the Secured Parties specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, cash equivalents, checks and other near-cash equivalent items shall be held by such Grantor in trust for Agent (for the benefit of the Secured Parties), segregated from other funds of such Grantor, and shall, upon written at the request of the Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for Agent (for the benefit of the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.5.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Lenders specified in Section 6.1 hereof 5.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, upon written request from the Agent, all Proceeds received by any Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders, segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if requiredrequested). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, such Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof5.4.

Proceeds to be Turned Over To Agent. In addition to the rights of Agent the Secured Parties specified in Section 6.1 hereof 5.01 with respect to payments of Receivables, if an Event of a Default shall occur have occurred and be continuingcontinuing and Agent shall so notify the Grantor in question, all Proceeds received by any Grantor consisting of cash, checks and other cash equivalent items collections thereon shall be held by such Grantor in trust for Agent (for the benefit of the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith (and in any event within one (1) Business Day) upon receipt by such Grantor, be turned over to Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to Agent, if required). All Proceeds received by Agent hereunder shall be held by Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, while held by Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for Agent (for the benefit of the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security Collateral for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof5.05.

Proceeds to be Turned Over To Agent. In addition to the rights of Agent the Secured Parties specified in Section 6.1 hereof 5.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, Cash Equivalents, checks and other near-cash equivalent items shall be held by such Grantor in trust for Agent (for the benefit of the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for Agent (for the benefit of the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof5.4.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Holders specified in Section 6.1 hereof 5.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Holders, segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if requiredrequired to enable the Agent to transfer title to such Proceeds). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Holders) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof5.5.

Proceeds to be Turned Over To Agent. In addition to the rights of Agent specified in Section 6.1 hereof with respect to payments of Receivables, if If an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for the benefit of and the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral an account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account (or by such Grantor in trust for the Agent (for the benefit of and the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof5.02.

Proceeds to be Turned Over To Agent. In addition to the rights of Agent specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuingcontinuing and Agent has notified Borrower of the Grantors’ obligations under this Section 6.4, all Proceeds received by any Grantor consisting of cash, checks and other cash equivalent items shall be held by such Grantor in trust for Agent (for the benefit of the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to Agent in the exact form received by such Grantor (duly indorsed by such Grantor to Agent, if required). All Subject to the terms of the Intercreditor Agreement (if applicable), all Proceeds received by Agent hereunder under this Section 6.4 shall be held by Agent in a collateral account maintained under its sole dominion and control. All Proceeds, while held by Agent (for the benefit of the Secured Parties) in any collateral account (or by such Grantor in trust for Agent (for the benefit of the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Secured Parties specified in Section 6.1 hereof 6.01 with respect to payments of Receivables, and subject to the Intercreditor Agreement, if an Event of Default shall occur and be continuing, upon written request from the Agent, all Proceeds received by any Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Perfection Agent (for the benefit of and the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Perfection Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Perfection Agent, if requiredrequested). All Proceeds received by the Perfection Agent hereunder shall be held by the Perfection Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, such Proceeds while held by the Perfection Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for the Agent (for the benefit of and the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.04.

Proceeds to be Turned Over To Agent. In addition to the rights of Agent the Secured Parties specified in Section 6.1 hereof 5.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuingcontinuing and upon Agent’s written request, all Proceeds received by any Grantor consisting of cash, Cash Equivalents, checks and other near-cash equivalent items shall be held by such Grantor in trust for Agent (for the benefit of the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for Agent (for the benefit of the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof5.4.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the other Secured Parties specified in Section 6.1 hereof subsection 5.1 with respect to payments of ReceivablesAccounts, if an Event of Default shall occur and be continuingcontinuing and the Agent so requires by notice in writing to the relevant Grantor, all Proceeds received by any Grantor consisting of cash, checks cheques and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for the benefit of and the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral deposit account maintained under its sole dominion and controlcontrol and on terms and conditions reasonably satisfactory to the Agent (the “Collateral Deposit Account”). All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Deposit Account (or by such Grantor in trust for the Agent (for the benefit of and the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereofsubsection 5.4.

Proceeds to be Turned Over To Agent. In addition Subject to the rights of Agent specified in Section 6.1 hereof with respect to payments of ReceivablesABL Intercreditor Agreement, if an Event of Default shall occur and be continuing, at the written request of the Agent, all Proceeds of Collateral received by any Grantor consisting of cash, Cash Equivalents and checks and other cash equivalent items shall be held by such Grantor in trust for Agent (for the benefit of the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Agent, if reasonably required). All such Proceeds of Collateral received by the Agent hereunder under this Section 6.3 shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion control (as defined in and controlsubject to Section 9-104 of the New York UCC). All Proceeds, such Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for Agent (for the benefit of the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.4.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Lenders specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor Obligor consisting of cash, checks and other cash equivalent items shall be held by such Grantor Obligor in trust for the Agent (for and the benefit of the Secured Parties)Lenders, segregated from other funds of such GrantorObligor, and shall, upon written request of Agent, forthwith upon receipt by such GrantorObligor, be turned over to the Agent in the exact form received by such Grantor Obligor (duly indorsed by such Grantor Obligor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account maintained under its sole dominion and control. All Proceeds, while held by the Agent (for the benefit of the Secured Parties) in any collateral account (or by such Grantor Obligor in trust for the Agent (for and the benefit of the Secured Parties)Lenders) established pursuant hereto, shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.5.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Secured Parties specified in Section 6.1 hereof with respect to payments of Receivables, and subject to the Intercreditor Agreement, if an Event of Default shall occur and be continuing, upon written request from the Agent, all Proceeds received by any Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Perfection Agent (for the benefit of and the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Perfection Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Perfection Agent, if requiredrequested). All Proceeds received by the Perfection Agent hereunder shall be held by the Perfection Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, such Proceeds while held by the Perfection Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for the Agent (for the benefit of and the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.4.

Proceeds to be Turned Over To Agent. In addition to the rights of Agent specified in Section 6.1 hereof with respect to payments of Receivables, if If an Event of Default shall occur and be continuingcontinuing and upon Agent’s written request, all Proceeds received by any Grantor consisting of cash, Cash Equivalents, checks and other near-cash equivalent items shall be held by such Grantor in trust for Agent (for the benefit of the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for Agent (for the benefit of the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof5.2.

Proceeds to be Turned Over To Agent. In addition to the rights of Agent specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuingcontinuing and Agent has notified Borrower Representative of the Grantors’ obligations under this Section 6.4, all Proceeds received by any Grantor consisting of cash, checks and other cash equivalent items shall be held by such Grantor in trust for Agent (for the benefit of the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to Agent in the exact form received by such Grantor (duly indorsed by such Grantor to Agent, if required). All Subject to the terms of the Intercreditor Agreement (if applicable), all Proceeds received by Agent hereunder under this Section 6.4 shall be held by Agent in a collateral account maintained under its sole dominion and control. All Proceeds, while held by Agent (for the benefit of the Secured Parties) in any collateral account (or by such Grantor in trust for Agent (for the benefit of the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Lenders specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuing, upon request of the Agent, all Proceeds received by any Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders, segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.5.

Proceeds to be Turned Over To Agent. In addition to the rights of ----------------------------------- the Agent and the Lenders specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders, segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.5.

Proceeds to be Turned Over To Agent. In addition to the rights of Agent specified in Section 6.1 hereof with respect to payments of Receivables, if If an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other cash equivalent items shall be held by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders, segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account maintained under its sole dominion and control. All Proceeds, while held by the Agent (for the benefit of the Secured Parties) in any collateral account (or by such Grantor in trust for the Agent (for and the benefit of the Secured Parties)Lenders) established pursuant hereto, shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof5.5.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the other Secured Parties specified in Section 6.1 hereof subsection 5.1 with respect to payments of ReceivablesAccounts, if an Event of Default shall occur and be continuingcontinuing and the Agent so requires by notice in writing to the relevant Grantor, all Proceeds received by any Grantor consisting of cash, checks and other near-cash equivalent items shall be held by such Grantor in trust for the Agent (for the benefit of and the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral deposit account maintained under its sole dominion and controlcontrol and on terms and conditions reasonably satisfactory to the Agent (the “Collateral Deposit Account”). All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Deposit Account (or by such Grantor in trust for the Agent (for the benefit of and the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereofsubsection 5.4.

Proceeds to be Turned Over To Agent. (a) In addition to the rights of the Agent and the Secured Parties specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other cash equivalent items Instruments shall be held by such Grantor in trust for the Agent (for the benefit of and the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, upon the request of the Agent, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for the Agent (for the benefit of and the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.5. (b) The Agent may, but is under no obligation to, invest and reinvest moneys on deposit in any Collateral Account at any time in Cash Equivalents. All such investments and the interest and income received thereon and the net proceeds realized on the sale or redemption thereof shall be held in such Collateral Account. The Agent shall not be responsible for any diminution in funds resulting from such investments or any liquidation prior to maturity.

Proceeds to be Turned Over To Agent. In addition to the rights of Agent the Secured Parties specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuingcontinuing and the Agent has instructed any Grantor to do so, all Proceeds received by any such Grantor consisting of cash, Cash Equivalents, checks and other near-cash equivalent items shall be held by such Grantor in trust for Agent (for the benefit of the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent substantially in the exact form received by such Grantor (duly indorsed endorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for Agent (for the benefit of the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.4.

Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the Secured Creditors specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other cash equivalent items Instruments shall be held by such Grantor in trust for the Agent (for the benefit of and the Secured Parties)Creditors, segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a collateral account Collateral Account maintained under its sole dominion and control. All Proceeds, Proceeds while held by the Agent (for the benefit of the Secured Parties) in any collateral account a Collateral Account (or by such Grantor in trust for the Agent (for the benefit of and the Secured Parties)Creditors) established pursuant hereto, shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof6.5.