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 6.7.

Appears in 6 contracts

Samples: Guarantee and Collateral Agreement (Booz Allen Hamilton Holding Corp), Guarantee and Collateral Agreement (Booz Allen Hamilton Holding Corp), Intercreditor Agreement (Covetrus, 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 Agreement~~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 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 ~~6.7~~6.5.

Appears in 5 contracts

Samples: Security Agreement (Micron Technology Inc), Guarantee and Collateral Agreement (Calpine Corp), Guarantee and Collateral Agreement (Calpine Corp)

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~~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 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 6.7.

Appears in 5 contracts

Samples: First Lien Guarantee and Collateral Agreement (SFX Entertainment, INC), Collateral Agreement (SFX Entertainment, INC), Guarantee and Collateral Agreement (SFX Entertainment, 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 and be ~~continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement~~continuing, 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 ~~6.7~~6.5.

Appears in 5 contracts

Samples: Pledge and Security Agreement (McDermott International Inc), Pledge and Security Agreement (McDermott International Inc), First Lien Pledge and Security Agreement (McDermott International Inc)

Appears in 5 contracts

Samples: Second Lien Guarantee and Collateral Agreement (Engility Holdings, Inc.), Guarantee and Collateral Agreement (Wesco Aircraft Holdings, Inc), First Lien Guarantee and Collateral Agreement (Engility Holdings, Inc.)

Proceeds to be Turned Over To Collateral Agent. If an a Lease Event of Default shall occur and be ~~continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement~~continuing, all Proceeds received by ~~any Grantor~~ the Pledgor consisting of cash, checks and other near-cash items shall be held by ~~such Grantor~~ the Pledgor in trust for the ~~Administrative~~ Collateral Agent~~, the Collateral Agent and the other Secured Parties~~, segregated from other funds of ~~such Grantor~~the Pledgor, and shall, ~~promptly~~ forthwith upon receipt by ~~such Grantor~~the Pledgor, be turned over to the Collateral Agent in the exact form received by ~~such Grantor~~ the Pledgor (duly indorsed by ~~such Grantor~~ the Pledgor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by ~~such Grantor~~ the Pledgor 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 Leveraged Lease Obligations and shall not constitute payment thereof until applied as provided in ~~Section 6.7~~SECTION 5.2.

Appears in 4 contracts

Samples: Guarantee and Collateral Agreement (Eme Homer City Generation Lp), Guarantee and Collateral Agreement (Eme Homer City Generation Lp), Guarantee and Collateral Agreement (Eme Homer City Generation Lp)

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 6.7.

Appears in 4 contracts

Samples: First Lien Guarantee and Collateral Agreement (PGA Holdings, Inc.), Credit Agreement (PGA Holdings, Inc.), Credit Agreement (PGA Holdings, 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 Agreement~~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 Obligations and shall not constitute payment thereof until applied as provided in Section ~~6.7~~6.5.

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~~ 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 ~~6.7.~~4.02. ARTICLE V

Appears in 3 contracts

Samples: Collateral Agreement (Ami Celebrity Publications, LLC), 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~~ Obligations shall have been accelerated pursuant to Section 8 6.02 of the ~~Credit Agreement~~Indenture, 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 ~~6.7~~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 Agreement~~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 ~~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 ~~6.7~~5.05.

Appears in 3 contracts

Samples: Pledge and Security Agreement (APi Group Corp), Pledge and Security Agreement (Platform Specialty Products Corp), Pledge and Security Agreement (Element Solutions 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 and be continuing and the ~~Loans shall have been accelerated pursuant~~ Collateral Agent has instructed any Grantor to ~~Section 8 of the Credit Agreement~~do 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 ~~6.7~~6.5.

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 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 Agreement~~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 Obligations and shall not constitute payment thereof until applied as provided in Section ~~6.7~~6.6.

Appears in 3 contracts

Samples: Guarantee and Collateral Agreement (Lucent Technologies Inc), Guarantee and Collateral Agreement (Lucent Technologies Inc), Guarantee and Collateral Agreement (Lucent Technologies 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 Agreement~~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~~Holders, 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~~Holders) 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 ~~6.7~~6.3.

Appears in 3 contracts

Samples: First Lien Intercreditor Agreement (Charter Communications, Inc. /Mo/), Collateral Agreement (Cco Holdings LLC), Collateral Agreement (Cco Holdings LLC)

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 Agreement~~continuing, 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 Grantor~~the 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 ~~6.7~~6.5.

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 Agreement~~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~~Lenders) 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 ~~6.7~~6.5.

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~~ have occurred and be ~~continuing~~ continuing, and the ~~Loans~~ Collateral Agent, upon the request of the Administrative Agent, shall have ~~been accelerated pursuant~~ given notice thereof to ~~Section 8 of~~ the ~~Credit Agreement~~Grantors, 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~~control in accordance with Section 7.1. 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 ~~6.7~~7.4.

Appears in 3 contracts

Samples: Shared Services Agreement (DEX ONE Corp), Shared Services Agreement (DEX ONE Corp), Shared Services Agreement (DEX ONE 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~~ continuing, and the ~~Loans~~ Collateral Agent, upon the request of the Administrative Agent, shall have ~~been accelerated pursuant~~ given notice thereof to ~~Section 8 of~~ the ~~Credit Agreement~~Grantors, 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~~control in accordance with Section 7.1. 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 ~~6.7~~7.4.

Appears in 3 contracts

Samples: Guarantee and Collateral Agreement (Dex Media East LLC), Guarantee and Collateral Agreement (R H Donnelley Corp), Guarantee and Collateral Agreement (Donnelley R H 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 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 Agreement~~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~~Guarantor, 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 ~~6.7~~7.4.

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 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, if an Event of Default shall occur and be continuing and the ~~Loans~~ Collateral Agent shall have ~~been accelerated pursuant~~ given written notice of its intent to exercise its rights and remedies under this Section ~~8 of the Credit Agreement~~5.4, 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 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 ~~6.7~~5.5.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Anvilire), Credit and Guaranty Agreement (FTT Holdings, 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 Agreement~~5.3, 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 ~~6.7~~5.4.

Appears in 2 contracts

Samples: Collateral Agreement (Blyth Inc), Collateral Agreement (Blyth Inc)

Appears in 2 contracts

Samples: Collateral Agreement (Ami Celebrity Publications, LLC), Collateral Agreement (Ami Celebrity Publications, LLC)

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, subject to the terms of the Intercreditor Agreement, 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~~continuing, 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 Grantor~~the 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 ~~6.7~~6.5.

Appears in 2 contracts

Samples: Collateral Agreement (Paperweight Development Corp), Collateral Agreement (Paperweight Development 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 Agreement~~Collateral 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 ~~6.7~~6.05.

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 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 Agreement~~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 ~~6.7~~5.5.

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 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~~ Collateral Agent shall have ~~been accelerated pursuant~~ given notice to the Grantor of its exercise of its rights under this Section ~~8 of the Credit Agreement~~6.4, 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 ~~6.7~~6.5.

Appears in 2 contracts

Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine 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 Agreement~~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 ~~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 ~~6.7~~5.05.

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 Subject to Section 8.17, 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~~ have occurred and be ~~continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement~~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 and not applied as provided herein or in the Intercreditor Agreement 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 ~~6.7~~6.5.

Appears in 2 contracts

Samples: Security Agreement (Lri Holdings, Inc.), Joinder Agreement (Logan's Roadhouse of Kansas, 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~~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~~Lenders, 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~~control (such account, the “Collateral Account”). 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~~Lenders) 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 ~~6.7~~5.10.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Joe's Jeans Inc.), Guarantee and Collateral Agreement (Joe's Jeans 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 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 Agreement~~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 ~~6.7~~6.5.

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~~ (a) In addition to the ~~Loans shall have been accelerated pursuant to Section 8~~ rights of the ~~Credit Agreement~~Collateral Agent specified in Section 5.1 with respect to payments of Receivables, 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~~ to the ~~other Secured Parties~~extent of its second priority interest therein, segregated from other funds of such Grantor, and shall, ~~promptly~~ forthwith upon receipt by such Grantor, be turned over to the ~~Collateral Agent~~ Administrative Agent, pursuant to the Intercreditor Agreement, in the exact form received by such Grantor (duly indorsed by such Grantor to the ~~Collateral~~ Administrative Agent, if required). All Proceeds received by the ~~Collateral~~ Administrative Agent hereunder shall be held by the ~~Collateral~~ Administrative Agent in a Collateral Account maintained under its sole dominion and ~~control~~control subject to the rights of the Collateral Agent pursuant to Section 8 of the Intercreditor Agreement. All Proceeds while held by the ~~Collateral~~ Administrative Agent in a Collateral Account (or by such Grantor in trust for the ~~Administrative Agent, the~~ Collateral Agent and the ~~other Secured Parties~~Securityholders) 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 ~~6.7~~5.5.

Appears in 2 contracts

Samples: Collateral Agreement (Harvard Industries Inc), Collateral Agreement (Harvard Industries Inc)

Proceeds to be Turned Over To Collateral Agent. If (a) In addition to the rights of 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 to Section 8 of the Credit Agreement~~continuing, 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 Secured Obligations and shall not constitute payment thereof until applied as provided in Section ~~6.7~~5.5.

Appears in 2 contracts

Samples: Collateral Agreement (Sirius Xm Radio Inc.), Collateral Agreement (Xm Satellite Radio Holdings 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 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 Agreement~~continuing, 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 ~~6.7~~5.5.

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 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 Agreement~~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 ~~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 ~~6.7~~6.05.

Appears in 2 contracts

Samples: Credit 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 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 Agreement~~continuing, 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 ~~6.7~~6.5.

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 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~~ continuing, and the ~~Loans~~ written notice required by Section 6.1 shall have been ~~accelerated pursuant to Section 8 of~~ delivered by the ~~Credit Agreement~~Collateral Agent, all Proceeds received by any Grantor after such notice 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 Parties~~Lenders, 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 Parties~~Lenders) 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 ~~6.7~~6.5.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Imperial Holly Corp), Guarantee and Collateral Agreement (Imperial Holly 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 Agreement~~continuing, 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 ~~6.7~~6.5.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Alpha Natural Resources, Inc.), Guarantee and Collateral Agreement (Alpha NR Holding 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 Agreement~~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 Obligations and shall not constitute payment thereof until applied as provided in Section ~~6.7~~6.5.

Appears in 2 contracts

Samples: Reimbursement Agreement (SPX Corp), Collateral Agreement (SPX Corp)

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 Agreement~~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 Obligations and shall not constitute payment thereof until applied as provided in Section ~~6.7~~5.5.

Appears in 2 contracts

Samples: Collateral Agreement (Universal Health Services Inc), Collateral Agreement (Universal Health Services 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 Agreement~~Grantor 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 ~~6.7~~6.5.

Appears in 2 contracts

Samples: Security Agreement (Elephant Talk Communications Corp), Security Agreement (PARETEUM Corp)

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~~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 Notes 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 Notes Secured Parties) shall continue to be held as ~~collateral~~ Collateral security for all of the Notes Obligations and shall not constitute payment thereof until applied as provided in Section ~~6.7~~5.3.

Appears in 2 contracts

Samples: Collateral Agreement (United States Steel Corp), Collateral Agreement (United States Steel Corp)

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 Agreement~~continuing, 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 Agent, the~~ Collateral Agent and the ~~other Secured Parties~~Lenders, 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 ~~6.7~~6.5.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (ARC Group Worldwide, Inc.)

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 Agreement~~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 ~~6.7~~6.5.

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 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 Agreement~~Collateral 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 control~~the 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 ~~6.7~~18.

Appears in 1 contract

Samples: Subsidiary Security Agreement (Dominos Pizza Government Services Division 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 Agreement~~Collateral 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 ~~6.7~~5.5.

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 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 Agreement~~continuing, 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 ~~6.7~~6.5.

Appears in 1 contract

Samples: Control Agreement (Ign Entertainment 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 Agreement~~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 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 Grantor~~a Grantor or Subsidiary, and shall, ~~promptly~~ forthwith upon receipt by such ~~Grantor~~Grantor 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 ~~6.7~~5.3.

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 Holders 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 Agreement~~continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor ~~in trust~~ as agent 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~~ as agent for the ~~Administrative~~ Collateral 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 ~~6.7~~6.5.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp.)

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 7.1 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~~ give notice of its intent to ~~Section 8 of~~ exercise such rights to the ~~Credit Agreement~~relevant Grantor or Grantors, all Proceeds 175 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 ~~6.7~~7.5.

Appears in 1 contract

Samples: Credit Agreement (Corelogic, 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 ~~6.7~~6.6.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (HLTH Corp)

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~~ Collateral Agent has instructed any Grantor to ~~Section 8 of the Credit Agreement~~do 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~~ Agents 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 Note Lien Obligations and shall not constitute payment thereof until applied as provided in Section ~~6.7~~5.4.

Appears in 1 contract

Samples: Collateral Agreement (Del Laboratories Inc)

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 Agreement~~5.4, 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 Parties~~Lenders, 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 control~~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~~Lenders) 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 ~~6.7~~5.5.

Appears in 1 contract

Samples: Patent Security Agreement (Dole PLC)

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 Agreement~~Collateral 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 ~~6.7~~5.5.

Appears in 1 contract

Samples: Second Lien Security Agreement (Global Aviation Holdings 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 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be ~~continuing~~ continuing, and the ~~Loans~~ Collateral Agent shall have ~~been accelerated pursuant~~ instructed the Grantor to ~~Section 8 of the Credit Agreement~~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 ~~Administrative Agent, the~~ Collateral Agent and the ~~other Secured Parties~~Lenders, 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~~Lenders) 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 ~~6.7~~6.5.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (General Chemical Group Inc)

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 ~~6.7~~5.3.

Appears in 1 contract

Samples: Collateral Agreement (Conseco Inc)

Appears in 1 contract

Samples: Collateral Agreement (American Media Inc)

Proceeds to be Turned Over To Collateral Agent. If In addition to the other rights of the Secured Parties under this Section 5, 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 Agreement~~continuing, 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 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 ~~6.7~~5.5.

Appears in 1 contract

Samples: Control Agreement (FiberTower CORP)

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 Agreement~~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~~ Collateral Agent, the ~~Collateral Agent~~ Lenders and the ~~other Secured Parties~~PBGC, 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~~Lenders) 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 ~~6.7~~6.5.

Appears in 1 contract

Samples: Collateral Agreement (K&f Industries Inc)

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 Agreement~~continuing, all Proceeds received by any Grantor consisting of cash, checks and other ~~near-~~cash equivalent items shall be held by such Grantor in trust for the ~~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 ~~6.7~~6.5.

Appears in 1 contract

Samples: Guaranty and Collateral Agreement (Proquest Co)

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 Agreement~~continuing, 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 ~~6.7~~5.5.

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 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 Agreement~~continuing, 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 Parties~~Lenders, 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 Parties~~Lenders) 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 ~~6.7~~6.5.

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 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 Agreement~~applicable 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~~Lenders, 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~~Lenders) 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 ~~6.7~~6.5.

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 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 ~~6.7~~6.5.

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 Secured Parties specified in Section 6.01 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 Agreement~~continuing, 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 ~~6.7~~6.05.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Blackboard Inc)

Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Collateral Agent and the Lenders specified in subsection 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 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~~Lenders, 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~~ the sole dominion and ~~control~~control of the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by ~~such~~ any Grantor in trust for the ~~Administrative~~ Collateral 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 6.7~~subsection .

Appears in 1 contract

Samples: Subsidiaries Security Agreement (Standard Microsystems Corp)

Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the Secured Parties 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 Section 8 of~~ so notify the ~~Credit Agreement~~Grantor, all ~~Proceeds received by any Grantor consisting of cash, checks and other near-cash items~~ Collections thereon shall be held by ~~such~~ the Grantor ~~in trust~~ for benefit of the ~~Administrative Agent, the Collateral Agent and the other~~ Secured Parties, segregated from other funds of ~~such~~ the Grantor, and shall, ~~promptly~~ forthwith (and in any event within one (1) Business Day) upon receipt by ~~such~~ the Grantor, be turned over to the Collateral Agent in the exact form received by ~~such~~ the Grantor (duly ~~indorsed~~ endorsed 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 maintained under its sole dominion and control. All ~~Proceeds~~ Proceeds, while held by the Collateral Agent in a Collateral Account (or by ~~such~~ the 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 ~~6.7~~5.5.

Appears in 1 contract

Samples: Security Agreement (Molecular Insight Pharmaceuticals, Inc.)

Proceeds to be Turned Over To Collateral Agent. If In addition to the rights of the 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~~ continuing, and the ~~Loans~~ written notice required by Section 6.1 shall have been ~~accelerated pursuant to Section 8 of~~ delivered by the ~~Credit Agreement~~Collateral Agent, all Proceeds received by any Grantor after such notice 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 Parties~~Lenders, 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 21 18 (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 Parties~~Lenders) 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 ~~6.7~~6.5.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Imperial Holly Corp)

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 Agreement~~Company 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 6.7~~thereof.

Appears in 1 contract

Samples: Pledge and Security Agreement (WeWork 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 Agreement~~is 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 ~~6.7~~5.5.

Appears in 1 contract

Samples: First Lien Security Agreement (Global Aviation Holdings 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 Agreement~~continuing, 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 ~~6.7~~5.6.

Appears in 1 contract

Samples: Pledge and Security Agreement (Stratosphere Leasing, 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, 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 ~~6.7~~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 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 Agreement~~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 the Collateral Reserve Account ~~maintained under its sole dominion and control~~pursuant 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 ~~6.7~~6.5.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Russell 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 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 ~~6.7~~5.5.

Appears in 1 contract

Samples: Collateral Agreement (Universal Health Services 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 Agreement~~applicable 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 Parties~~benefit 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 Parties~~Creditors) 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 ~~6.7~~6.5.

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 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 Agreement~~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~~holders 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 Parties~~holders 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 ~~6.7~~5.5.

Appears in 1 contract

Samples: Security Agreement (Williams Energy Partners L P)

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Macquarie Infrastructure CO LLC)

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 Parties~~Lenders, 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~~Lenders) 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 ~~6.7~~6.5.

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 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 Agreement~~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~~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 the Collateral Account (or by such Grantor in trust for the ~~Administrative Agent, the~~ Collateral Agent and the ~~other~~ Secured ~~Parties~~Creditors) 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 ~~6.7~~5.5.

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 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~~ 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-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 ~~6.7~~6.5.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Wire Harness 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 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 ~~6.7~~6.5.

Appears in 1 contract

Samples: Credit Agreement (Viasystems 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 and be continuing and the ~~Loans~~ exercise of remedies shall have ~~been accelerated pursuant to~~ commenced under Section 8 6 of the ~~Credit Agreement~~Indenture, 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 ~~6.7~~6.5.

Appears in 1 contract

Samples: And Collateral Agreement (Merge Healthcare Inc)

Proceeds to be Turned Over To Collateral Agent. If an Event of Default under the Credit Agreement or the Reimbursement Agreement shall occur and be continuing (other than an Event of Default arising under clause (f) of Article VII of the Agreements) and the ~~Loans~~ Collateral Agent shall have ~~been accelerated pursuant~~ provided notice to ~~Section 8~~ the Grantor of the ~~Credit Agreement~~acceleration of the obligations outstanding under the Agreements and shall have commenced enforcement action in respect thereof, all Proceeds 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~~ deposit account maintained under its sole dominion and control. All ~~Proceeds~~ Proceeds, while held by the Collateral Agent in ~~a Collateral Account~~ such deposit 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 Obligations and shall not constitute payment thereof until applied as provided in ~~Section 6.7~~the Credit Agreement or the Reimbursement Agreement, as applicable.

Appears in 1 contract

Samples: Pledge and Security Agreement (Contifinancial 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 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 Agreement~~do 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 ~~6.7~~6.5.

Appears in 1 contract

Samples: Collateral Agreement (Advanced Micro Devices 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 Agreement~~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); 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 ~~6.7~~6.6.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Affinity Gaming)

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 Agreement~~Collateral 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 ~~6.7~~6.4.

Appears in 1 contract

Samples: Pledge Agreement (Charter Communications Inc /Mo/)

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 Agreement~~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~~ Agents and the ~~other Secured Parties~~Lenders, 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~~Lenders) 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 ~~6.7~~6.5.

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 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 Agreement~~continuing, 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 Parties~~Lenders, 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~~requested). 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 Parties~~Lenders) 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 ~~6.7~~6.4.

Appears in 1 contract

Samples: Collateral Agreement (M I Homes Inc)

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 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 Agreement~~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~~Lenders, 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~~Lenders) 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 ~~6.7~~6.5.

Appears in 1 contract

Samples: Credit Agreement (AV Homes, 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 Agreement~~continuing, all Proceeds received by any Grantor consisting of cash, checks and other ~~near-~~cash equivalent items shall be held by such Grantor in trust for ~~the Administrative Agent, the~~ Collateral Agent and the ~~other Secured Parties~~Purchasers, 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 Parties~~Purchasers) 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 ~~6.7~~6.5.

Appears in 1 contract

Samples: Guaranty and Collateral Agreement (Numerex Corp /Pa/)

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 10 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 Agreement~~Collateral Agent, all ~~Proceeds~~ proceeds received by ~~any~~ the applicable 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~~ ) and held by the Collateral Agent in a Collateral Account maintained under ~~its sole dominion and control~~the 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 Obligations and shall not constitute payment thereof until applied as provided in Section ~~6.7~~20.

Appears in 1 contract

Samples: 18 Borrower Security Agreement (Dominos Pizza Government Services Division Inc)

Proceeds to be Turned Over To Collateral Agent. If In addition to ---------------------------------------------- the rights of the Collateral Agent 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 Agreement~~continuing, 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~~ 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 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 ~~6.7.~~6.5. -----------

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Edison Mission Energy)

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 6.01 with respect to payments of Receivables, if an Event of Default shall occur and be ~~continuing and~~ continuing, subject to the ~~Loans shall have been accelerated pursuant to Section 8 of the Credit~~ Swap Intercreditor 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~~ if the Collateral Agent so requests, 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 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 Secured Obligations and shall not constitute payment thereof until applied as provided in Section ~~6.7~~6.05.

Appears in 1 contract

Samples: Guaranty and Collateral Agreement (Rex Energy Corp)

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 Agreement~~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 ~~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 ~~6.7~~5.6.

Appears in 1 contract

Samples: Pledge and Security Agreement (Wynn Resorts 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 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 Agreement~~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~~ 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 ~~6.7~~6.5.

Appears in 1 contract

Samples: Canadian Collateral Agreement (Thompson Creek Metals CO 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 and be ~~continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement~~continuing, 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 ~~6.7.~~6.5. Exhibit E

Appears in 1 contract

Samples: Credit Agreement (Affirmative Insurance Holdings 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 Agreement~~Default, 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 ~~6.7~~6.5.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Teradyne, 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 Agreement~~Collateral 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 ~~6.7~~6.05.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Cheniere Energy Inc)

Proceeds to be Turned Over To Collateral Agent. If (a) In addition to the rights of 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 to Section 8 of the Credit Agreement~~continuing, all Proceeds received by any Grantor consisting of cash, Temporary Cash 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~~ 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 ~~6.7~~5.5.

Appears in 1 contract

Samples: Collateral Agreement (Sirius Xm Radio 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 and be continuing and the ~~Loans shall have been accelerated pursuant~~ Collateral Agent has instructed any Grantor to ~~Section 8 of the Credit Agreement~~do 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 ~~6.7~~6.5.

Appears in 1 contract

Samples: Credit Agreement (Innoviva, Inc.)

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