Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.6.
Appears in 6 contracts
Samples: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Engility Holdings, Inc.), First Lien Guarantee and Collateral Agreement (Engility Holdings, Inc.)
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur occurs and be is continuing and the Loans shall Issuer’s Obligations under the Indenture have been accelerated pursuant to Section 8 of as a consequence thereof, then the Credit Agreement, Collateral Agent may request that all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds 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 while held by the Collateral Agent hereunder shall be held by the Collateral Agent in such a Collateral Account collateral account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.64.02.
Appears in 6 contracts
Samples: Collateral Agreement (American Media Inc), Collateral Agreement (American Media Inc), Collateral Agreement (Ami Celebrity Publications, LLC)
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.7.
Appears in 6 contracts
Samples: Guarantee and Collateral Agreement (Covetrus, Inc.), Credit Agreement (Covetrus, Inc.), Guarantee and Collateral Agreement (Booz Allen Hamilton Holding Corp)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, cash equivalents, checks and other near-cash items shall shall, if requested in writing by the Collateral Agent, be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly 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 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 5 contracts
Samples: First Lien Pledge and Security Agreement (McDermott International Inc), Credit Agreement (McDermott International Inc), Pledge and Security Agreement (McDermott International Inc)
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur have occurred and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.7.
Appears in 5 contracts
Samples: First Lien Guarantee and Collateral Agreement (SFX Entertainment, INC), Second Lien Collateral Agreement (SFX Entertainment, INC), Credit Agreement (SFX Entertainment, INC)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds constituting Collateral hereunder received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds constituting Collateral hereunder while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 5 contracts
Samples: Guarantee and Collateral Agreement (Micron Technology Inc), Guarantee and Collateral Agreement (Micron Technology Inc), Security Agreement (Micron Technology Inc)
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur have occurred and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.7.
Appears in 4 contracts
Samples: First Lien Guarantee and Collateral Agreement (PGA Holdings, Inc.), First Lien Credit Agreement (PGA Holdings, Inc.), First Lien Guarantee and Collateral Agreement (PGA Holdings, Inc.)
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur and be continuing and the Loans Obligations shall have been accelerated pursuant to Section 8 6.02 of the Credit AgreementIndenture, at the request of the Collateral Agent, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items Cash Equivalents shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, subject to the Intercreditor Agreement, promptly upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.6.
Appears in 3 contracts
Samples: Collateral Agreement (Scientific Games Corp), Collateral Agreement (Scientific Games Corp), Collateral Agreement (Scientific Games Corp)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties specified in Section 5.01 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and continuing, at the Loans shall have been accelerated pursuant to Section 8 request of the Credit AgreementCollateral Agent, all Proceeds received by any Grantor consisting of cash, cash equivalents, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, Grantor and shall, promptly forthwith upon receipt by such Grantor, Grantor be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed endorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.05.
Appears in 3 contracts
Samples: Pledge and Security Agreement (APi Group Corp), Pledge and Security Agreement (Element Solutions Inc), Pledge and Security Agreement (Platform Specialty Products Corp)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties specified in Section 6.01 with respect to payments of Receivables, upon the occurrence and during the continuance of an Event of Default shall occur and be continuing and Default, at the Loans shall have been accelerated pursuant to Section 8 request of the Credit AgreementCollateral Agent, all Proceeds received by any Grantor consisting of cash, cash equivalents, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly 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 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 while held by the Collateral Agent in a Collateral Account collateral account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security Collateral for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.05.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (AAC Holdings, Inc.), Guarantee and Collateral Agreement (AAC Holdings, Inc.)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Holders specified in Section 6.7 with respect to payments of Pledged Receivables, if an Event of Default shall occur and be continuing and continuing, following written notice from the Loans shall have been accelerated pursuant to Section 8 of the Credit AgreementCollateral Agent, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesHolders, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesHolders) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.3.
Appears in 3 contracts
Samples: Collateral Agreement (Cco Holdings LLC), Collateral Agreement (Cco Holdings LLC), Indenture (Charter Communications, Inc. /Mo/)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other similar near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by such Grantorthe request of the Collateral Agent, be turned over to the Collateral Agent forthwith upon receipt by such Grantor in the exact form received by such Grantor (duly indorsed endorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 3 contracts
Samples: Collateral Agreement (Paperweight Development Corp), Collateral Agreement (Appleton Papers Inc/Wi), Collateral Agreement (Appleton Papers Inc/Wi)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesLenders) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (TBC Corp), Guarantee and Collateral Agreement (TBC Corp), Credit Agreement (TBC Corp)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Hanover Compressor Co /), Guarantee and Collateral Agreement (Hanover Compressor Co /), Guarantee and Collateral Agreement (Collins & Aikman Corp)
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur have occurred and be continuing and continuing, subject to the Loans shall have been accelerated pursuant to Section 8 terms of the Credit Agreementany Intercreditor Agreement then in effect, all Proceeds received by any Grantor consisting of cash, checks checks, cash equivalents and any other near-near cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and and, subject to any Intercreditor Agreement then in effect, shall, promptly 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 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.4.
Appears in 3 contracts
Samples: Security Agreement (DISH Network CORP), Security Agreement (DISH Network CORP), Security Agreement (DISH Network CORP)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant Collateral Agent has instructed any Grantor to Section 8 of the Credit Agreementdo so, all Proceeds received by any such Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent substantially in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 3 contracts
Samples: Credit Agreement (Auxilium Pharmaceuticals Inc), Credit Agreement (Auxilium Pharmaceuticals Inc), Credit Agreement (Microsemi Corp)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 7.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such GrantorGuarantor, be turned over to the Collateral Agent in the exact form received by such Grantor Guarantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.67.4.
Appears in 3 contracts
Samples: Security Agreement (HC Innovations, Inc.), Security Agreement (HC Innovations, Inc.), Security Agreement (HC Innovations, Inc.)
Proceeds to be Turned Over To Collateral Agent. If an Event In addition to the rights of Default shall occur and be continuing the Collateral Agent and the Loans shall have been accelerated pursuant Secured Parties specified in Section 5.1 with respect to Section 8 payments of the Credit AgreementReceivables, if a Notice of Acceleration is in effect, all Proceeds received by any Grantor consisting of cash, cash equivalents, checks and other near-cash items Instruments shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, Grantor be turned over to the Collateral Agent to be deposited in the Collateral Account in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a the Collateral Account maintained under its sole dominion and controlin accordance with the terms of the Collateral Agency Agreement. All Proceeds while held by the Collateral Agent in a the Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.5.
Appears in 2 contracts
Samples: Guarantee and Security Agreement (FS Energy & Power Fund), Guarantee and Security Agreement (American Capital, LTD)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 5.1 with respect to payments of Receivables and Section 5.3 with respect to payments in respect of Investment Property, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items equivalents shall be held by such Grantor in trust for the Administrative Collateral Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and for the other benefit of the Secured Parties) shall continue to be held as collateral security for all of the Obligations obligations and shall not constitute payment thereof until applied as provided in Section 6.65.5.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Mips Technologies Inc), Security Agreement (Mips Technologies Inc)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Lenders specified in Section 5.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.5.
Appears in 2 contracts
Samples: Credit Agreement (Universal Health Services Inc), Supplemental Indenture (Universal Health Services Inc)
Proceeds to be Turned Over To Collateral Agent. If an In addition to the rights of the Priority Lien Secured Parties specified in Section 6.1 with respect to payments of Receivables, if a Priority Lien Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, Cash Equivalents, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Priority Lien Secured Parties, segregated from other funds of such Grantor, and shall, promptly 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 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Priority Lien Secured Parties) shall continue to be held as collateral security for all of the Priority Lien Obligations and shall not constitute payment thereof until applied as provided in accordance with Section 6.63.4 of the Collateral Agency Agreement.
Appears in 2 contracts
Samples: Collateral Agreement, Collateral Agreement (Gogo Inc.)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties specified in Section 6.01 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and continuing, at the Loans shall have been accelerated pursuant to Section 8 request of the Credit AgreementCollateral Agent, all Proceeds received by any US Grantor consisting of cash, cash equivalents, checks and other near-cash items shall be held by such US Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such US Grantor, and shall, promptly forthwith upon receipt by such US Grantor, be turned over to the Collateral Agent in the exact form received by such US Grantor (duly indorsed endorsed by such US Grantor to the Collateral Agent, if required). All such Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control. All such Proceeds while held by the Collateral Agent in a Collateral Account (or by such US Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.05.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Stargazer Productions), Guarantee and Collateral Agreement (Skillsoft Public Limited Co)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur have occurred and be continuing and the Loans Collateral Agent shall have been accelerated pursuant to Section 8 of so notify the Credit Agreementrelevant Grantor, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items Collections thereon shall be held by such Grantor in trust for benefit of the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith (and in any event within one (1) Business Day) 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 to the Collateral Agent, if requiredso requested by the Collateral Agent). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its the sole dominion and controlcontrol of the Collateral Agent. All Proceeds Proceeds, while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, benefit of the Collateral Agent and the other Secured Parties) ), shall continue to be held as collateral security for all of the Obligations Collateral under this Agreement and shall not constitute payment thereof until applied as provided in Section 6.66.5 hereof.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (Capital Park Holdings Corp.), Guaranty and Security Agreement
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, cash equivalents, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (B&G Foods, Inc.), Guarantee and Collateral Agreement (B&G Foods, Inc.)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Administrative Agent, the Collateral Agent and the Lenders specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items Instruments shall be held by such Grantor in trust for the Administrative Collateral Agent, the Collateral Administrative Agent and the other Secured PartiesLenders, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held in trust for the Secured Parties by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Collateral Agent, the Collateral Administrative Agent and the other Secured PartiesLenders) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Superior Offshore International Inc.), Guarantee and Collateral Agreement (Superior Offshore International Inc.)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 2 contracts
Samples: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties specified in Section 5.01 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and continuing, at the Loans shall have been accelerated pursuant to Section 8 request of the Credit AgreementCollateral Agent, all Proceeds received by any Grantor consisting of cash, cash equivalents, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly 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 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.05.
Appears in 2 contracts
Samples: Pledge and Security Agreement (MacDermid Group Inc.), Pledge and Security Agreement (MacDermid Group Inc.)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur have occurred and be continuing and the Loans Collateral Agent shall have been accelerated pursuant to Section 8 of so notify the Credit AgreementGrantor in question in writing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items Collections thereon shall be held by such Grantor in trust for benefit of the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith (and in any event within one (1) Business Day) 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 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 maintained under its sole dominion and control. All Proceeds Proceeds, while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, benefit of the Collateral Agent and the other Secured Parties) ), shall continue to be held as collateral security for all of the Obligations Collateral under this Agreement and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 2 contracts
Samples: Security Agreement (PARETEUM Corp), Security Agreement (Elephant Talk Communications Corp)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, Permitted Investments, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly following notice to the Borrower from the Collateral 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 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Alpha NR Holding Inc), Guarantee and Collateral Agreement (Alpha Natural Resources, Inc.)
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur have occurred and be continuing and the Loans shall have been accelerated pursuant to Collateral Agent has informed the Grantors that it is taking action under this Section 8 of the Credit Agreement5.3, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.4.
Appears in 2 contracts
Samples: Consent Agreement (Blyth Inc), Collateral Agreement (Blyth Inc)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent, the Administrative Agents and the Lenders specified in Section 5.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.5.
Appears in 2 contracts
Samples: Credit Agreement (International Multifoods Corp), Credit Agreement (International Multifoods Corp)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent, the Administrative Agents and the Lenders specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 2 contracts
Samples: Credit Agreement (International Multifoods Corp), Credit Agreement (International Multifoods Corp)
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur and be continuing and or, in the Loans shall have been accelerated case of any Proceeds other than Excluded Payments (without duplication of any funds used to purchase loans pursuant to Section 8 6.4(b) of the Guaranty or prepay loans pursuant to Section 2.6(b)(ii) of the May 2000 Credit Agreement), whether or not an Event of Default shall have occurred and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.3.
Appears in 1 contract
Samples: Guaranty (Conseco Inc)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Receivables, if an Event of Default under any Finance Document shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit AgreementCollateral Agent so requests, all Proceeds of the Collateral received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All such Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.5.
Appears in 1 contract
Samples: Security Agreement (RDA Holding Co.)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Lenders specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of under the Credit Agreement, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesLenders, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesLenders) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (West Village Gym at the Archives LLC)
Proceeds to be Turned Over To Collateral Agent. If Subject to the ABL Intercreditor Agreement, if an Event of Default shall occur and be continuing and continuing, at the Loans shall have been accelerated pursuant to Section 8 written request of the Credit AgreementCollateral Agent, all Proceeds of Collateral received by any Grantor consisting of cash, Cash Equivalents and checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly 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 to the Collateral Agent, if reasonably required). All such Proceeds of Collateral received by the Collateral Agent hereunder under this Section 6.3 shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion control (as defined in and controlsubject to Section 9-104 of the New York UCC). All such Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.4.
Appears in 1 contract
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur have occurred and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.6.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Macquarie Infrastructure CO LLC)
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur and be continuing and the Loans Collateral Agent shall have been accelerated pursuant given notice to the applicable Grantor of its exercise of its rights under this Section 8 of the Credit Agreement5.4, all Proceeds of Collateral pledged by such Grantor hereunder received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesLenders, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds received required and requested by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and controlAgent). All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesLenders) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.5.
Appears in 1 contract
Samples: Credit Agreement (Dole PLC)
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur and be continuing and at the Loans shall have been accelerated pursuant to Section 8 election of the Credit AgreementCollateral Agent, all Proceeds (x) received by any Grantor in respect of any Collateral and (y) consisting of cash, checks and other near-cash items Instruments, shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.4; provided that all funds in such Collateral Account shall be promptly released to Grantor upon the cure or waiver of any such Event of Default.
Appears in 1 contract
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans exercise of remedies shall have been accelerated pursuant to commenced under Section 8 6 of the Credit AgreementIndenture, all Proceeds received by any such Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Merge Healthcare Inc)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties specified in Section 5.2, and subject to applicable provisions of Nevada Gaming Laws, with respect to payments of Receivables, if an Event of Default shall occur and be continuing and if so requested by the Loans shall have been accelerated pursuant to Section 8 of the Credit AgreementCollateral Agent, all Proceeds received by any Grantor consisting of cash, cash equivalents, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly shall 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 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor Xxxx Party in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.6.
Appears in 1 contract
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Agent, Collateral Agent and the Lenders specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, upon written request from Collateral Agent, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesLenders, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if requiredrequested). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control. All such Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesLenders) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.4.
Appears in 1 contract
Samples: Collateral Agreement (M I Homes Inc)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Creditors specified in Section 6.1 with respect to payments of Receivables, if an Applicable Event of Default shall occur and be continuing and the Loans Collateral Agent shall have been accelerated pursuant given notice to Section 8 of the Credit Agreementapplicable Grantor, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and (for the other Secured Partiesbenefit of the Creditors), segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesCreditors) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Samples: Master Guarantee and Collateral Agreement (Key Energy Group Inc)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly 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 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Samples: Canadian Collateral Agreement (Thompson Creek Metals CO Inc.)
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur and be continuing and continuing, upon written notice from the Loans shall have been accelerated pursuant Collateral Agent to Section 8 of the Credit AgreementCompany thereof, all Proceeds proceeds (other than Excluded Property and Excluded Equity Interests) received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, promptly be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent Agent, in a Collateral Account an account maintained under its sole dominion and control, and in which funds or other property of only the Grantors will be deposited. All Proceeds proceeds while held by the Collateral Agent Agent, as set forth in a Collateral Account this Section 5.5 (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.6thereof.
Appears in 1 contract
Samples: Master Senior Secured Notes Note Purchase Agreement (WeWork Inc.)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of Collateral Agent and the Purchasers specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, 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 Administrative Agent, the Collateral Agent and the other Secured PartiesPurchasers, segregated from other the funds of such Grantor, and shall, promptly shall (unless Collateral Agent provides prior express written notice to the contrary) 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 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 in a Collateral Account any collateral account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesPurchasers) established pursuant hereto, shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Samples: Guaranty and Collateral Agreement (Numerex Corp /Pa/)
Proceeds to be Turned Over To Collateral Agent. If an In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if a Special Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, 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 Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 in a Collateral Account any collateral account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) established pursuant hereto, shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and continuing, unless otherwise agreed by the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement, Collateral Agent all Proceeds received by any Grantor consisting of cash, checks and other near-near- cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Viasystems Inc)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Administrative Agent, the Collateral Agent and the Lenders specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesLenders, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesLenders) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Samples: Credit Agreement (AV Homes, Inc.)
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement, at the request of the Collateral Agent, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.6.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Scientific Games Corp)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items Instruments shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.5.
Appears in 1 contract
Samples: Collateral Agreement (Primus Telecommunications Group Inc)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds constituting Collateral hereunder received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds constituting Collateral hereunder while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.5.
Appears in 1 contract
Samples: Pledge and Security Agreement (Communication Intelligence Corp)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Secured Creditors specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesCreditors, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a the Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesCreditors) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.5.
Appears in 1 contract
Samples: Collateral Agreement (Recoton Corp)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties specified in Section 6.01 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and continuing, at the Loans shall have been accelerated pursuant to Section 8 request of the Credit AgreementCollateral Agent, all Proceeds of the Collateral received by any Grantor consisting of cash, cash equivalents, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly 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 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Crest Obligations and the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.05.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Cheniere Energy Inc)
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur and be continuing and or, in the Loans case of any Excluded Payments, whether or not an Event of Default shall have been accelerated pursuant to Section 8 of the Credit Agreementoccurred and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor or any of its Subsidiaries in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantora Grantor or Subsidiary, and shall, promptly forthwith upon receipt by such GrantorGrantor or Subsidiary, be turned over to the Collateral Agent in the exact form received by such Grantor or Subsidiary (duly indorsed by such Grantor or Subsidiary 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor or Subsidiary in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.3.
Appears in 1 contract
Samples: Collateral Agreement (Conseco Inc)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.2, and subject to applicable provisions of Gaming Laws, with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, Cash Equivalents, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly 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 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.6.
Appears in 1 contract
Samples: Pledge and Security Agreement (Stratosphere Leasing, LLC)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and other Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Samples: Collateral Agreement (Thompson Creek Metals CO Inc.)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a the Collateral Reserve Account maintained under its sole dominion and controlpursuant to the Intercreditor Agreement. All Proceeds while held by the Collateral Agent in a the Collateral Reserve Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the holders of Notes specified in Section 5.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Partiesholders of the Notes, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Partiesholders of the Notes) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.5.
Appears in 1 contract
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Banks specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds (other than Receivables Program Receivables) received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesBanks, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesBanks) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.6.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Bally Total Fitness Holding Corp)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent specified in Section 5.1 with respect to payments of Receivables, if an Event of Default shall occur have occurred and be continuing and the Loans Collateral Agent shall have been accelerated pursuant to so notify the Grantor in question, such Grantor shall immediately comply with Section 8 8.12(b) of the Credit Agreement, all Proceeds received by any Grantor consisting Agreement for benefit of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Collateral Agent, the Collateral Agent and the other Secured Partiesall collections on such Receivables shall forthwith (and in any event within two (2) Business Days), segregated from other funds of such Grantor, and shall, promptly 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 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 maintained under its sole dominion and control. All Proceeds Proceeds, while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, benefit of the Collateral Agent and the other Secured Parties) ), shall continue to be held as collateral security Collateral for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.5.
Appears in 1 contract
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Lenders specified in Section 7.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of under the Credit Agreement, and without further order of the Bankruptcy Court, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesLenders, segregated from other funds of such Grantor, and shall, promptly upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesLenders) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.67.5.
Appears in 1 contract
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Lenders specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans Collateral Agent shall have been accelerated pursuant given notice to Section 8 of the Credit Agreementapplicable Grantor, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesLenders, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesLenders) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Samples: Master Guarantee and Collateral Agreement (Key Energy Group Inc)
Proceeds to be Turned Over To Collateral Agent. If Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur occurs and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementis continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and and, if requested by the Collateral Agent, shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.5.
Appears in 1 contract
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties specified in Section 6.1 with respect to payments of Accounts Receivable, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant Collateral Agent has instructed any Grantor to Section 8 of the Credit Agreementdo so, all Proceeds received by any such Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and continuing, unless otherwise agreed by the Loans shall have been accelerated pursuant to Section 8 of the Credit AgreementCollateral Agent, all Proceeds received by any Grantor consisting of cash, checks and other near-near- cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Designated Agents and the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds of Collateral other than Accounts received by any Grantor consisting of cash, checks and other near-cash items Instruments shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Control Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Control Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.6.
Appears in 1 contract
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant Collateral Agent so requires by notice in writing to Section 8 of the Credit Agreementrelevant Grantor, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.4.
Appears in 1 contract
Samples: Credit Agreement (Alliance HealthCare Services, Inc)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 6.1 with respect to payments of Receivables, upon the written request of the Collateral Agent during the continuance of an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit AgreementDefault, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Samples: Credit Agreement (Teradyne, Inc)
Proceeds to be Turned Over To Collateral Agent. If Subject to the rights of holders of Priority Lien Indebtedness, if an Event of Default shall occur and be continuing and continuing, following written notice from the Loans shall have been accelerated pursuant to Section 8 of the Credit AgreementCollateral Agent, all Proceeds of Collateral received by any the Grantor consisting of cash, checks and other near-cash items shall be held by such the Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such the Grantor, and shall, promptly forthwith upon receipt by such the Grantor, be turned over to the Collateral Agent in the exact form received by such the Grantor (duly indorsed by such the Grantor 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 an account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account any such account (or by such the Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.4.
Appears in 1 contract
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Lenders specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent Agents and the other Secured PartiesLenders, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesLenders) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Grand Union Co /De/)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Lenders specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks checks, Cash Equivalents and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent Agents and the other Secured PartiesLenders, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent Agents and the other Secured PartiesLenders) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Kinetic Concepts Inc /Tx/)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent specified in Section 5.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and continuing, all Proceeds, subject to the Loans shall have been accelerated pursuant to Section 8 Liens of the Credit this Agreement, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.5.
Appears in 1 contract
Samples: Collateral Agreement (Universal Health Services Inc)
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur and be continuing and the Loans Notes shall have been accelerated pursuant to Section 8 12 of the Credit Note Purchase Agreement, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.6.
Appears in 1 contract
Samples: Note Purchase Agreement (HLTH Corp)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 6.1 with respect to payments of Receivables constituting Collateral hereunder, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Lucent Technologies Inc)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties specified in Section 5.01 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and continuing, at the Loans shall have been accelerated pursuant to Section 8 request of the Credit AgreementCollateral Agent, all Proceeds received by any Grantor consisting of cash, cash equivalents, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, Grantor and shall, shall promptly 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 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.05.
Appears in 1 contract
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant Collateral Agent, subject to Section 8 the terms of the Credit AgreementIntercreditor Agreements, so required by prior notice in writing to the relevant Grantor, all Proceeds received by any Grantor (other than Excluded Property) consisting of cash, checks and other near-near cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly 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 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 maintained under its sole dominion and controlcontrol and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.4.
Appears in 1 contract
Samples: Credit Agreement (OneStream, Inc.)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties specified in Section 6.01 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and continuing, at the Loans shall have been accelerated pursuant to Section 8 request of the Credit AgreementCollateral Agent, all Proceeds of the Collateral received by any Grantor consisting of cash, cash equivalents, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly 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 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.05.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Cheniere Energy Inc)
Proceeds to be Turned Over To Collateral Agent. If Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur occurs and be is continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit AgreementCollateral Agent so requests, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.65.5.
Appears in 1 contract
Samples: Second Lien Security Agreement (Global Aviation Holdings Inc.)
Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur have occurred and be continuing and continuing, upon written notice from the Loans shall have been accelerated pursuant to Section 8 of the Credit AgreementCollateral Agent, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required); provided that in no event shall any Tax or Trust Funds be required to be turned over. All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.6.
Appears in 1 contract
Samples: Credit Agreement (Affinity Gaming)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant Collateral Agent has instructed any Grantor to Section 8 of the Credit Agreementdo so, all Proceeds received by any such Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent substantially in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Obligations and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Samples: Credit Agreement (Innoviva, Inc.)
Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent, the Lenders and the PBGC specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreementcontinuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Collateral Agent, the Collateral Agent Lenders and the other Secured PartiesPBGC, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor 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 maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured PartiesLenders) shall continue to be held as collateral security for all of the Obligations in accordance with this Agreement and shall not constitute payment thereof until applied as provided in Section 6.66.5.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (K&f Industries Inc)
Proceeds to be Turned Over To Collateral Agent. If In ---------------------------------------------- addition to the rights of the Collateral Agent and the Secured Parties specified in Section 9 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 continuing, upon request of the Credit AgreementCollateral Agent, all Proceeds proceeds received by any the applicable Grantor consisting of cash, checks and other near-near- cash items shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be ) and held by the Collateral Agent in a Collateral Account maintained under its sole dominion and controlthe Collateral Account Agreement. All Proceeds proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust Grantors for the Administrative Agent, the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.618.
Appears in 1 contract
Samples: Subsidiary Security Agreement (Dominos Pizza Government Services Division Inc)
