Common use of Cash Proceeds Clause in Contracts

Cash Proceeds. Subject to the terms of the Intercreditor Agreement, in addition to the rights of the Revolving Collateral Agent specified in Section 4.3 with respect to payments of Receivables, if any Event of Default shall have occurred and be continuing, all Proceeds of any Collateral received by any Grantor consisting of Cash Proceeds shall be held by such Grantor in trust for the Revolving Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 5.14 of the Revolving Credit Agreement, be turned over to the Revolving Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Revolving Collateral Agent, if required) and held by the Revolving Collateral Agent, provided, however, that prior to the Discharge of Term Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Collateral constituting Term Priority Collateral by delivering such Cash Proceeds to the Term Collateral Agent. Subject to the terms of the Intercreditor Agreement, any Cash Proceeds received by the Revolving Collateral Agent (whether from a Grantor or otherwise), if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Revolving Collateral Agent, subject to the terms of the Intercreditor Agreement, (A) be held by the Revolving Collateral Agent for the benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured), and/or (B) then or at any time thereafter be applied by the Revolving Collateral Agent against the Secured Obligations then due and owing; provided, however, that prior to the Discharge of Term Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Term Priority Collateral by delivering such proceeds to the Term Collateral Agent.

Cash Proceeds. Subject to the terms of the Intercreditor Agreement, in addition to the rights of the Revolving Collateral Agent specified in Section 4.3 with respect to payments of Receivables, if If any Event of Default shall have occurred and be continuing, in addition to the rights of the Collateral Agent specified in Section 6.4 with respect to payments of Receivables, all Proceeds proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds Proceeds”) shall be held by such Grantor in trust for the Revolving Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 5.14 of the Revolving Credit Agreement, be turned over to the Revolving Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Revolving Collateral Agent, if required) and held by the Revolving Collateral Agent, provided, however, that prior to Agent in the Discharge of Term Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Collateral constituting Term Priority Collateral by delivering such Cash Proceeds to the Term Collateral AgentAccount. Subject to the terms of the Intercreditor Agreement, any Any Cash Proceeds received by the Revolving Collateral Agent (whether from a Grantor or otherwise), if an Event of Default shall have occurred and be continuing, ) may, in the sole discretion of the Revolving Collateral Agent, subject to the terms of the Intercreditor Agreement, (Aa) be held by the Revolving Collateral Agent for the ratable benefit of the Secured PartiesParties (but, with respect to the Designated L/C Facility Counterparties, only to the extent of Cash Proceeds of Shared Collateral), as collateral security for the Secured Obligations (and in the case of the Designated L/C Facility Counterparties, the Designated L/C Obligations) (whether matured or unmatured), ) and/or (Bb) then or at any time thereafter may be applied by the Revolving Collateral Agent against the Secured Obligations including, to the extent applicable, the Designated L/C Facility Counterparties then due and owing; provided, however, that prior to the Discharge of Term Obligations, such Grantor shall satisfy the delivery requirements of this Section . NOTE: A request for confidential treatment has been made with respect to Cash Proceeds the portions of Term Priority Collateral by delivering such proceeds to the Term Collateral Agentfollowing document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.

Cash Proceeds. Subject to the terms of the Intercreditor Agreement, in addition to the rights of the Revolving Collateral Agent specified in Section 4.3 with respect to payments of Receivables, if any Event of Default shall have occurred and be continuing, all Proceeds of any Collateral received by any Grantor consisting of Cash Proceeds shall be held by such Grantor in trust for the Revolving Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 5.14 of the Revolving Credit Agreement, be turned over to the Revolving Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Revolving Collateral Agent, if required) and held by the Revolving Collateral Agent, provided, however, that prior to the Discharge of Term Notes Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Collateral constituting Term Notes Priority Collateral by delivering such Cash Proceeds to the Term Secured Notes Collateral Agent. Subject to the terms of the Intercreditor Agreement, any Cash Proceeds received by the Revolving Collateral Agent (whether from a Grantor or otherwise), if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Revolving Collateral Agent, subject to the terms of the Intercreditor Agreement, (A) be held by the Revolving Collateral Agent for the benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured), and/or (B) then or at any time thereafter be applied by the Revolving Collateral Agent against the Secured Obligations then due and owing; provided, however, that prior to the Discharge of Term Notes Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Term Notes Priority Collateral by delivering such proceeds to the Term Secured Notes Collateral Agent.

Cash Proceeds. Subject to the terms of the Intercreditor Agreement, in In addition to the rights of the Revolving Term Collateral Agent specified in Section 4.3 with respect to payments of Receivables, if any Event of Default shall have occurred and be continuing, all Proceeds proceeds of any Collateral received by any Grantor consisting of Cash Proceeds shall be held by such Grantor in trust for the Revolving Term Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 5.14 of the Revolving Credit Agreement4.4.1(a)(ii), be turned over to the Revolving Term Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Revolving Term Collateral Agent, if required) and held by the Revolving Term Collateral Agent, provided, however, that prior to the Discharge of Term Revolving Obligations, such Grantor shall satisfy the delivery requirements of this Section section with respect to Cash Proceeds of Collateral constituting Term Priority Liquid Collateral by delivering such Cash Proceeds to the Term Revolving Collateral Agent. Subject to the terms of the Intercreditor Agreement, any Any Cash Proceeds received by the Revolving Term Collateral Agent (whether from a Grantor or otherwise)): (i) if no Event of Default shall have occurred and be continuing, shall be held by the Term Collateral Agent for the benefit of the Secured Parties, as forth in the Intercreditor Agreement, as collateral security for the Secured Obligations (whether matured or unmatured) and the Secured Obligations under and as defined in the Revolving Security Agreement (whether matured or unmatured) and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Revolving Term Collateral Agent, subject to the terms of the Intercreditor Agreement, (A) be held by the Revolving Term Collateral Agent for the benefit of the Secured Parties, as set forth in the Intercreditor Agreement, as collateral security for the Secured Obligations (whether matured or unmatured), ) and the Secured Obligations under and as defined in the Revolving Security Agreement (whether matured or unmatured) and/or (B) then or at any time thereafter be applied by the Revolving Term Collateral Agent against the Secured Obligations then due and owing; provided, however, that prior to the Discharge of Term Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Term Priority Collateral by delivering such proceeds to the Term Collateral Agent.

Cash Proceeds. Subject to the terms of the Intercreditor Agreement, in addition to the rights of the Revolving Term Collateral Agent specified in Section 4.3 with respect to payments of Receivables, if any Event of Default shall have occurred and be continuing, all Proceeds of any Collateral received by any Grantor consisting of Cash Proceeds shall be held by such Grantor in trust for the Revolving Term Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 5.14 of the Revolving Credit Term Loan Agreement, be turned over to the Revolving Term Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Revolving Term Collateral Agent, if required) and held by the Revolving Term Collateral Agent, provided, however, that prior to the Discharge of Term Revolving Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Collateral constituting Term Revolving Priority Collateral by delivering such Cash Proceeds to the Term Revolving Collateral Agent. Subject to the terms of the Intercreditor Agreement, any Cash Proceeds received by the Revolving Term Collateral Agent (whether from a Grantor or otherwise), if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Revolving Term Collateral Agent, subject to the terms of the Intercreditor Agreement, (A) be held by the Revolving Term Collateral Agent for the benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured), and/or (B) then or at any time thereafter be applied by the Revolving Term Collateral Agent against the Secured Obligations then due and owing; provided, however, that prior to the Discharge of Term Revolving Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Term Revolving Priority Collateral by delivering such proceeds to the Term Revolving Collateral Agent.

Cash Proceeds. Subject to the terms of the Intercreditor Agreement, in In addition to the rights of the Revolving Collateral Agent specified in Section 4.3 with respect to payments of Receivables, if any Event of Default shall have occurred and be continuing, all Proceeds proceeds of any Collateral received by any Grantor consisting of Cash Proceeds shall be held by such Grantor in trust for the Revolving Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 5.14 of the Revolving Credit Agreement4.4.1(a)(ii), be turned over to the Revolving Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Revolving Collateral Agent, if required) and held by the Revolving Collateral Agent, provided, however, that prior to the Discharge of Term Obligations, such Grantor shall satisfy the delivery requirements of this Section section with respect to Cash Proceeds of Collateral constituting Term Priority Fixed Collateral by delivering such Cash Proceeds to the Term Collateral Agent. Subject to the terms of the Intercreditor Agreement, any Any Cash Proceeds received by the Revolving Collateral Agent (whether from a Grantor or otherwise)): (i) if no Event of Default shall have occurred and be continuing, shall be held by the Revolving Collateral Agent for the benefit of the Secured Parties, as forth in the Intercreditor Agreement, as collateral security for the Secured Obligations (whether matured or unmatured) and the Secured Obligations under and as defined in the Term Security Agreement (whether matured or unmatured) and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Revolving Collateral Agent, subject to the terms of the Intercreditor Agreement, (A) be held by the Revolving Collateral Agent for the benefit of the Secured Parties, as set forth in the Intercreditor Agreement, as collateral security for the Secured Obligations (whether matured or unmatured), ) and the Secured Obligations under and as defined in the Term Security Agreement (whether matured or unmatured) and/or (B) then or at any time thereafter be applied by the Revolving Collateral Agent against the Secured Obligations then due and owing; provided, however, that prior to the Discharge of Term Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Term Priority Collateral by delivering such proceeds to the Term Collateral Agent.