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

Proceeds to be Turned Over To Collateral Agent. In addition to any rights of the Collateral Agent and the Lenders specified in this Agreement, if an Event of Default shall occur and be continuing, 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 Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, in a deposit account, and shall, 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 an account maintained under its sole dominion and control either (i) with the Collateral Agent or an Affiliate or authorized agent thereof or (ii) in a deposit account with respect to which the depositary bank has agreed to comply with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such account, without further consent of such Grantor or any other Person, pursuant to an agreement 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 Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.03.

Proceeds to be Turned Over To Collateral Agent. In addition to any the rights of the Collateral Agent and the Lenders Priority Lien Secured Parties specified in this AgreementSection 6.1 with respect to payments of Receivables, if an a Priority Lien Event of Default shall occur and be continuing, at the request of the Collateral 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 Collateral Agent and the other Priority Lien Secured Parties, segregated from other funds of such Grantor, in a deposit account, and 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 an account a Collateral Account maintained under its sole dominion and control either (i) with the Collateral Agent or an Affiliate or authorized agent thereof or (ii) in a deposit account with respect to which the depositary bank has agreed to comply with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such account, without further consent of such Grantor or any other Person, pursuant to an agreement satisfactory to the Collateral Agentcontrol. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Priority Lien Secured Parties) shall continue to be held as collateral security for all the Priority Lien Obligations and shall not constitute payment thereof until applied as provided in accordance with Section 5.033.4 of the Collateral Agency Agreement.

Proceeds to be Turned Over To Collateral Agent. In addition to any the rights of the Collateral Agent and the Lenders Secured Parties specified in this AgreementSection 5.1 with respect to payments of Receivables, if an Event a Notice of Default shall occur and be continuing, at the request of the Collateral AgentAcceleration 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 Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, in a deposit account, and shall, 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 an account maintained under its sole dominion and control either (i) the Collateral Account in accordance with the Collateral Agent or an Affiliate or authorized agent thereof or (ii) in a deposit account with respect to which the depositary bank has agreed to comply with instructions from terms of the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such account, without further consent of such Grantor or any other Person, pursuant to an agreement satisfactory to the Collateral AgentAgency Agreement. All Proceeds while held by the Collateral Agent in a the Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.035.5.

Proceeds to be Turned Over To Collateral Agent. In addition to any the rights of the Collateral Agent and the Lenders Secured Parties specified in this AgreementSection 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur have occurred and be continuing, at the request of continuing and the Collateral AgentAgent shall so notify the relevant 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 Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, in a deposit account, and shall, 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 an account a Collateral Account maintained under its the sole dominion and control either (i) with the Collateral Agent or an Affiliate or authorized agent thereof or (ii) in a deposit account with respect to which the depositary bank has agreed to comply with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such account, without further consent of such Grantor or any other Person, pursuant to an agreement satisfactory to the Collateral Agent. All Proceeds Proceeds, while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and benefit of the other Secured Parties) ), shall continue to be held as collateral security for all the Obligations Collateral under this Agreement and shall not constitute payment thereof until applied as provided in Section 5.036.5 hereof.

Proceeds to be Turned Over To Collateral Agent. In Subject to the Intercreditor Agreements, in addition to any the rights of the Collateral Agent and the Lenders Secured Parties specified in this AgreementSection 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, at the written request of the Collateral 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 Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, in a deposit account, and 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 reasonably required). All such Proceeds of Collateral received by the Collateral Agent hereunder under this Section 6.4 shall be held by the Collateral Agent in an account a Collateral Account maintained under its sole dominion and control either (i) with as defined in Section 9-104 of the Collateral Agent or an Affiliate or authorized agent thereof or (ii) in a deposit account with respect to which the depositary bank has agreed to comply with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such account, without further consent of such Grantor or any other Person, pursuant to an agreement satisfactory to the Collateral AgentUCC). All such Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.03.6.5

Proceeds to be Turned Over To Collateral Agent. In addition to any the rights of the Collateral Agent and the Lenders Notes Secured Parties specified in this AgreementSection 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, at the request of the Collateral Agent, 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 Collateral Agent and the other Notes Secured Parties, segregated from other funds of such Grantor, in a deposit account, and shall, 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 after the occurrence and during the continuance of an Event of Default shall be held by the Collateral Agent in an account a Collateral Account maintained under its sole dominion and control either (i) with the Collateral Agent or an Affiliate or authorized agent thereof or (ii) in a deposit account with respect to which the depositary bank has agreed to comply with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such account, without further consent of such Grantor or any other Person, pursuant to an agreement satisfactory to the Collateral Agentcontrol. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Notes Secured Parties) shall continue to be held as collateral security for all the Notes Obligations and shall not constitute payment thereof until applied as provided in Section 5.036.5.

Proceeds to be Turned Over To Collateral Agent. In addition to any the rights of the Collateral Agent and the Lenders Secured Parties specified in this AgreementSection 5.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, 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 Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, in a deposit account, and shall, 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 an account a Collateral Account maintained under its sole dominion and control either (i) with the Collateral Agent or an Affiliate or authorized agent thereof or (ii) in a deposit account with respect to which the depositary bank has agreed to comply with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such account, without further consent of such Grantor or any other Person, pursuant to an agreement satisfactory to the Collateral Agentcontrol. All Proceeds constituting Collateral hereunder while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.035.5.

Proceeds to be Turned Over To Collateral Agent. In addition to any the rights of the Collateral Agent and the Lenders Secured Parties specified in this AgreementSection 6.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing, at the request of and the Collateral AgentAgent shall have sent a written direction to the Borrower directing it to do so, 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 Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, in a deposit account, Parties and shall, 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 an account a Concentration Account maintained under its sole dominion and control either (i) with the Collateral Agent or an Affiliate or authorized agent thereof or (ii) in a deposit account with respect to which the depositary bank has agreed to comply with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such account, without further consent of such Grantor or any other Person, pursuant to an agreement satisfactory to the Collateral Agentcontrol. All Proceeds while held by the Collateral Agent in a Collateral Concentration Account (or by such Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.036.5.

Proceeds to be Turned Over To Collateral Agent. In addition to any the rights of the Collateral Agent and the Lenders Priority Lien Secured Parties specified in this AgreementSection 6.1 with respect to payments of Receivables, if an (x) the Discharge of ABL Obligations has occurred (and subject to any applicable Intercreditor Agreement) (or if no ABL Obligations have been incurred by any Grantor) (provided that this clause (x) shall not apply to identifiable proceeds of Cash Flow Priority Collateral) and (y) a Priority Lien Event of Default shall occur and be continuing, at the request of the Collateral 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 Collateral Agent and the other Priority Lien Secured Parties, segregated from other funds of such Grantor, in a deposit account, and 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 an account a Collateral Account maintained under its sole dominion and control either (i) with the Collateral Agent or an Affiliate or authorized agent thereof or (ii) in a deposit account with respect to which the depositary bank has agreed to comply with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such account, without further consent of such Grantor or any other Person, pursuant to an agreement satisfactory to the Collateral Agentcontrol. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Priority Lien Secured Parties) shall continue to be held as collateral security for all the Priority Lien Obligations and shall not constitute payment thereof until applied as provided in accordance with Section 5.033.4 of the Collateral Agency Agreement.

Proceeds to be Turned Over To Collateral Agent. In addition to any the rights of the Collateral Agent and the Lenders specified in this AgreementSection 7.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, at the request of the Collateral Agent, all Proceeds received by any Grantor Borrower consisting of cash, checks and other near-cash items shall be held by such Grantor Borrower in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, in a deposit accountBorrower, and shall, forthwith upon as soon as possible (but in any event within five Business Days) following receipt by such GrantorBorrower, be turned over to the Collateral Agent in the exact form received by such Grantor Borrower (duly indorsed by such Grantor Borrower to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in an account a Collateral Account maintained under its sole dominion and control either (i) with the Collateral Agent or an Affiliate or authorized agent thereof or (ii) in a deposit account with respect to which the depositary bank has agreed to comply with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such account, without further consent of such Grantor or any other Person, pursuant to an agreement satisfactory to the Collateral Agentcontrol. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor Borrower in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.037.5 hereof.