Common use of Cash Proceeds; Deposit Accounts Clause in Contracts

Cash Proceeds; Deposit Accounts. (a) In the event that the Loans under the First Out Credit Agreement have been accelerated, or prior to an acceleration, if an Event of Default shall have occurred and be continuing, in addition to the rights of the Revolving Agent specified in Section 6.05 with respect to payments of Receivables, (i) upon the request of the Revolving Agent, all proceeds of any Revolving Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Revolving Cash Proceeds”) shall be held by such Grantor in trust for the Revolving Agent and (ii) upon the request of the Term Agent, all proceeds of any Term Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively “Term Cash Proceeds”) shall be held by such Grantor in trust for the Term Agent, in each case, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the applicable First Out Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the applicable First Out Agent, if required) and held by the applicable First Out Agent in a Revolving Cash Collateral Account or a Term Cash Collateral Account, as applicable. Any Revolving Cash Proceeds received by the Revolving Agent or any Term Cash Proceeds received by the Term Agent, in each case (whether from a Grantor or otherwise) may, in the sole discretion of such First Out Agent, (A) be held by such First Out Agent for the ratable benefit of the applicable Secured Parties, as collateral security for the applicable Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by such First Out Agent against the applicable Obligations then due and owing.

Cash Proceeds; Deposit Accounts. (a) In Subject to the event that terms of the Loans under Intercreditor Agreement and the First Out Credit Agreement have been accelerated, or prior to an accelerationCollateral Trust Agreement, if an Enforcement Event of Default shall have occurred and be continuing, in addition to the rights of the Revolving Agent Collateral Trustee specified in Section 6.05 6.5 with respect to payments of Receivables, (i) upon the request of the Revolving AgentCollateral Trustee, all proceeds of any Revolving Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Revolving Cash Proceeds”) shall be held by such Grantor in trust for the Revolving Agent and (ii) upon the request of the Term Agent, all proceeds of any Term Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively “Term Cash Proceeds”) shall be held by such Grantor in trust for the Term Agent, in each caseTrustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the applicable First Out Agent Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the applicable First Out AgentCollateral Trustee, if required) and held by the applicable First Out Agent in a Revolving Cash Collateral Account Trustee. Grantor shall not adjust, settle or a Term Cash Collateral Account, as applicablecompromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon. Any Revolving Cash Proceeds received by the Revolving Agent or any Term Cash Proceeds received by the Term Agent, in each case Collateral Trustee (whether from a Grantor or otherwise) may, in the sole discretion of such First Out Agentthe Collateral Trustee, but subject to the terms of the Collateral Trust Agreement, (A) be held by such First Out Agent the Collateral Trustee for the ratable benefit of the applicable Secured Parties, as collateral security for the applicable Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by such First Out Agent the Collateral Trustee against the applicable Secured Obligations then due and owing.

Cash Proceeds; Deposit Accounts. (a) In the event that the Loans under the First Out Credit Agreement have been accelerated, or prior to an acceleration, if an If any Event of Default shall have occurred and be continuing, in addition to the rights of the Revolving Agent Parity Lien Collateral Trustee specified in Section 6.05 6.5 with respect to payments of Receivables, (i) upon the request of the Revolving Agent, all proceeds of any Revolving Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Revolving Cash Proceeds”) shall shall, subject to the terms of and the priorities set forth in the Collateral Trust Agreement and any applicable intercreditor agreement, be held by such Grantor in trust for the Revolving Agent and (ii) upon the request of the Term Agent, all proceeds of any Term Parity Lien Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively “Term Cash Proceeds”) shall be held by such Grantor in trust for the Term Agent, in each caseTrustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the applicable First Out Agent Parity Lien Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the applicable First Out AgentParity Lien Collateral Trustee, if required) and held by the applicable First Out Agent in a Revolving Cash Collateral Account or a Term Cash Collateral Account, as applicable). Any Revolving Cash Proceeds received by the Revolving Agent or any Term Cash Proceeds received by the Term Agent, in each case Parity Lien Collateral Trustee (whether from a Grantor or otherwise) may, subject to the terms of and the priorities set forth in the sole discretion of such First Out AgentCollateral Trust Agreement and any applicable intercreditor agreement, (Ai) be held by such First Out Agent the Parity Lien Collateral Trustee for the ratable benefit of the applicable Secured Parties, as collateral security for the applicable Parity Lien Obligations (whether matured or unmatured) and/or (Bii) then or at any time thereafter may be applied by such First Out Agent the Parity Lien Collateral Trustee against the applicable Parity Lien Obligations then due and owingowing in accordance with Section 9.2 hereof.

Cash Proceeds; Deposit Accounts. (a) In Subject to the event that terms of the Loans under the First Out Credit Agreement have been accelerated, or prior to an accelerationIntercreditor Agreement, if an any Event of Default shall have occurred and be continuing, in addition to the rights of the Revolving Collateral Agent specified in Section 6.05 6.5 with respect to payments of Receivables, (i) upon the request of the Revolving Agent, all proceeds of any Revolving Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Revolving Cash Proceeds”) shall be held by such Grantor in trust for the Revolving Agent and (ii) upon the request of the Term Collateral Agent, all proceeds of any Term Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively “Term Cash Proceeds”) shall be held by such Grantor in trust for the Term Agent, in each case, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the applicable First Out Lien Collateral Agent or the Collateral Agent, as applicable, in the exact form received by such Grantor (duly indorsed by such Grantor to the applicable First Out Lien Collateral Agent or the Collateral Agent, as applicable, if required) and held by the applicable First Out Lien Collateral Agent in a Revolving Cash or the Collateral Account or a Term Cash Collateral AccountAgent, as applicable, in the Collateral Account. Any Revolving Subject to the terms of the Credit Agreement, any Cash Proceeds received by the Revolving Collateral Agent or any Term Cash Proceeds received by the Term Agent, in each case (whether from a Grantor or otherwise) during the continuation of any Event of Default may, in the sole discretion of such First Out the Collateral Agent, (A) be held by such First Out the Collateral Agent for the ratable benefit of the applicable Secured Parties, as collateral security for the applicable Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by such First Out the Collateral Agent against the applicable Secured Obligations then due and owing.

Cash Proceeds; Deposit Accounts. (a) In the event that the Loans under the First Out Credit Agreement have been accelerated, or prior to an acceleration, if an Event of If any Parity Lien Default shall have occurred and be continuing, in addition to the rights of the Revolving Agent Collateral Trustee specified in Section 6.05 6.5 with respect to payments of Receivables, (i) upon the request of the Revolving Agent, all proceeds of any Revolving Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Revolving Cash Proceeds”) shall be held by such Grantor in trust for the Revolving Agent and (ii) upon the request of the Term Agent, all proceeds of any Term Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively “Term Cash Proceeds”) shall be held by such Grantor in trust for the Term Agent, in each caseTrustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the applicable First Out Agent Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the applicable First Out AgentCollateral Trustee, if required) and held by the applicable First Out Agent in a Revolving Cash Collateral Account or a Term Cash Collateral Account, as applicableTrustee. Any Revolving Cash Proceeds received by the Revolving Agent or any Term Cash Proceeds received by the Term Agent, in each case Collateral Trustee (whether from a Grantor or otherwise) may, in the sole discretion of such First Out Agentthe Collateral Trustee, (A) be held by such First Out Agent the Collateral Trustee for the ratable benefit of the applicable Parity Lien Secured Parties, as collateral security for the applicable Parity Lien Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by such First Out Agent the Collateral Trustee against the applicable Parity Lien Obligations then due and owing.

Cash Proceeds; Deposit Accounts. (a) In Subject to the event that terms of the Loans under Intercreditor Agreement and the First Out Credit Agreement have been accelerated, or prior to an accelerationCollateral Trust Agreement, if an Event of any Pari Passu Lien Debt Default shall have occurred and be continuing, in addition to the rights of the Revolving Agent Collateral Trustee specified in Section 6.05 6.5 with respect to payments of Receivables, (i) upon the request of the Revolving AgentCollateral Trustee, all proceeds of any Revolving Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Revolving Cash Proceeds”) shall be held by such Grantor in trust for the Revolving Agent and (ii) upon the request of the Term Agent, all proceeds of any Term Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively “Term Cash Proceeds”) shall be held by such Grantor in trust for the Term Agent, in each caseTrustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the applicable First Out Agent Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the applicable First Out AgentCollateral Trustee, if required) and held by the applicable First Out Agent in a Revolving Cash Collateral Account Trustee. Grantor shall not adjust, settle or a Term Cash Collateral Account, as applicablecompromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon. Any Revolving Cash Proceeds received by the Revolving Agent or any Term Cash Proceeds received by the Term Agent, in each case Collateral Trustee (whether from a Grantor or otherwise) may, in the sole discretion of such First Out Agentthe Collateral Trustee, subject to the terms of the Collateral Trustee, (A) be held by such First Out Agent the Collateral Trustee for the ratable benefit of the applicable Secured Parties, as collateral security for the applicable Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by such First Out Agent the Collateral Trustee against the applicable Secured Obligations then due and owing.

Cash Proceeds; Deposit Accounts. (a) In the event that the Loans under the First Out Credit Agreement have been accelerated, or prior to an acceleration, if an If any Event of Default shall have occurred and be continuing, in addition to the rights of the Revolving Agent Priority Lien Collateral Trustee specified in Section 6.05 6.5 with respect to payments of Receivables, (i) upon the request of the Revolving Agent, all proceeds of any Revolving Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Revolving Cash Proceeds”) shall shall, subject to the terms of and the priorities set forth in the Collateral Trust Agreement and any applicable intercreditor agreement, be held by such Grantor in trust for the Revolving Agent and (ii) upon the request of the Term Agent, all proceeds of any Term Priority Lien Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively “Term Cash Proceeds”) shall be held by such Grantor in trust for the Term Agent, in each caseTrustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the applicable First Out Agent Priority Lien Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the applicable First Out AgentPriority Lien Collateral Trustee, if required) and held by the applicable First Out Agent in a Revolving Cash Collateral Account or a Term Cash Collateral Account, as applicable). Any Revolving Cash Proceeds received by the Revolving Agent or any Term Cash Proceeds received by the Term Agent, in each case Priority Lien Collateral Trustee (whether from a Grantor or otherwise) may, subject to the terms of and the priorities set forth in the sole discretion of such First Out AgentCollateral Trust Agreement and any applicable intercreditor agreement, (Ai) be held by such First Out Agent the Priority Lien Collateral Trustee for the ratable benefit of the applicable Secured Parties, as collateral security for the applicable Priority Lien Obligations (whether matured or unmatured) and/or (Bii) then or at any time thereafter may be applied by such First Out Agent the Priority Lien Collateral Trustee against the applicable Priority Lien Obligations then due and owingowing in accordance with Section 9.2 hereof.