Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral Agent, subject to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 7 contracts

Samples: Security Agreement (PRA Health Sciences, Inc.), Security Agreement (PRA Health Sciences, Inc.), Security Agreement (PRA Health Sciences, Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), 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 Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 5 contracts

Samples: Revolving Loan Security Agreement (McJunkin Red Man Holding Corp), Credit Agreement (Avago Technologies LTD), Security Agreement (Avago Technologies Manufacturing (Singapore) Pte. Ltd.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral Agent, subject to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)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 Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 5 contracts

Samples: First Lien Security Agreement (BrightView Holdings, Inc.), First Lien Security Agreement (National Vision Holdings, Inc.), First Lien Security Agreement (National Vision Holdings, Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral Agent, subject to the terms of the Intercreditor ~~Agreements~~Agreement, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)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 Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 5 contracts

Samples: Second Lien Security Agreement (BrightView Holdings, Inc.), Second Lien Security Agreement (National Vision Holdings, Inc.), Second Lien Security Agreement (National Vision Holdings, Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall ~~occur~~ have occurred and be continuing and the Collateral Agent, subject to the terms of ~~the~~ any Intercreditor ~~Agreements~~Agreement then in effect, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)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 Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 4 contracts

Samples: Intercreditor Agreement (Focus Financial Partners Inc.), Intercreditor Agreement (Focus Financial Partners Inc.), Intercreditor Agreement (Focus Financial Partners Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the ~~Collateral Agent and the~~ Secured Parties specified in Section ~~5.1~~ 6.1 with respect to payments of ~~Accounts~~Receivables, if an Event of Default shall occur and be ~~continuing and~~ continuing, at the written request of the Collateral Agent, ~~subject to~~ at the ~~terms~~ direction of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)Applicable Authorized Representative, all Proceeds received by any Grantor consisting of cash, checks and ~~other near cash items~~ Instruments shall be held by such Grantor in trust for the Collateral ~~Agent and~~ Agent, for the ratable benefit of the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly ~~endorsed~~ indorsed by such Grantor to the Collateral Agent, if required); provided however that insofar as the foregoing applies to Government Receivables, such actions shall be required only to the extent permitted by law and in a manner consistent with applicable law and regulations. 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 and on terms and conditions reasonably satisfactory to the Collateral Agent~~control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral ~~Agent and~~ Agent, for the ratable benefit of the Secured Parties) ), shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~6.5.

Appears in 3 contracts

Samples: Credit Agreement (Rotech Healthcare Inc), Credit Agreement (Rotech Healthcare Inc), Credit Agreement (Rotech Healthcare Inc)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 3 contracts

Samples: Collateral Agreement (Laureate Education, Inc.), Collateral Agreement (Laureate Education, Inc.), Security Agreement (Laureate Education, Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant ~~Grantor~~ U.S. Institution Subsidiary (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by ~~any Grantor~~ each U.S. Institution Subsidiary consisting of cash, checks and other near cash items shall be held by such ~~Grantor~~ U.S. Institution Subsidiary in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such ~~Grantor~~U.S. Institution Subsidiary, and shall, forthwith upon receipt by such ~~Grantor~~U.S. Institution Subsidiary, be turned over to the Collateral Agent in the exact form received by such ~~Grantor~~ U.S. Institution Subsidiary (duly endorsed by such ~~Grantor~~ U.S. Institution 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by ~~such Grantor~~ a U.S. Institution Subsidiary in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 3 contracts

Samples: Collateral Agreement (Laureate Education, Inc.), Collateral Agreement (Laureate Education, Inc.), Collateral Agreement (Laureate Education, Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 3 contracts

Samples: Security Agreement (Dollar General Corp), Security Agreement (Dollar General Corp), Security Agreement (First Data Corp)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section ~~5.1~~ 6.1 with respect to payments of Subject Accounts, if an Event of Default shall occur and be continuing and the Collateral Agent, subject to the terms of the Credit Agreement or any Applicable Intercreditor ~~Agreements~~Agreement, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)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 Collateral Agent and the Secured Parties, ~~segregated from other funds of such Grantor,~~ and shall, ~~forthwith~~ promptly upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor ~~in trust~~ for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~6.5.

Appears in 2 contracts

Samples: Intercreditor Agreement (Avaya Holdings Corp.), Abl Security Agreement (Avaya Holdings Corp.)

Proceeds to be Turned Over To Collateral Agent. ~~In addition~~ Subject to the ~~rights~~ terms of the ~~Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts~~ABL Intercreditor Agreement, if an Event of Default shall occur and be continuing and the ~~Collateral Agent, subject~~ Loans shall have been accelerated pursuant to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section ~~11.5~~ 8 of the Credit ~~Agreement shall be deemed to constitute a~~ Agreement, at the request by of the Collateral ~~Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)~~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, subject to, in the case of Term Facility First Priority Collateral, the rights of the Term Collateral Agent and the obligations of the Grantors under the Term Loan Documents and the ABL Intercreditor Agreement, shall, ~~forthwith~~ promptly upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly ~~endorsed~~ 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 and on terms and conditions reasonably satisfactory to the Collateral Agent~~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 ~~5.4~~6.6.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Revlon Inc /De/), Guarantee and Collateral Agreement (Revlon Inc /De/)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section ~~5.1~~ 6.3 with respect to payments of Accounts, if an Event of Default shall occur and be ~~continuing~~ continuing, all Proceeds received by a Grantor consisting of cash, checks and other near-cash items shall upon the Collateral Agent’s request be held by such Grantor in trust for the Secured Parties, ~~subject to~~ segregated from other funds of such Grantor, and shall, upon the ~~terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor~~ Collateral Agent’s request (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under ~~Section 11.5~~ Sections VII(h) and VII(i) of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, sentence) forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed 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 of the Collateral Agent and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) ~~shall~~ shall, subject to Section 7.3, continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~7.3.

Appears in 2 contracts

Samples: Security Agreement (Graftech International LTD), Security Agreement (Graftech International LTD)

Proceeds to be Turned Over To Collateral Agent. ~~In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if~~ If an Event of Default shall occur and be continuing and the Collateral Agent, subject to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)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 Collateral Agent for the benefit of the Administrative Agents and the ~~Secured Parties~~Lenders, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly ~~endorsed~~ indorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent from a Grantor who is not a Guarantor hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control and ~~on terms and conditions reasonably satisfactory to~~ all proceeds received by the Collateral ~~Agent~~Agent from a Grantor who is a Guarantor hereunder shall be held by the Collateral Agent in a separate Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a any Collateral Account (or by such Grantor in trust for the Collateral Agent for the benefit of the Administrative Agents and the ~~Secured Parties~~Lenders) shall continue to be held as collateral security for ~~all~~ the Borrower Obligations or the applicable Guarantor Obligations, as the case may be, and shall not constitute payment thereof until applied as provided in Section ~~5.4~~6.3.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Aspen Insurance Holdings LTD), Guarantee and Collateral Agreement (Aspen Insurance Holdings LTD)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), 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 Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All ~~Proceeds~~ Pro-ceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 2 contracts

Samples: Credit Agreement (Kinder Morgan Holdco LLC), Pledge Agreement (Kinder Morgan Inc)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Subject Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties pursuant to the Intercreditor Agreement in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), 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 Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 2 contracts

Samples: Credit Agreement (Energy Future Intermediate Holding CO LLC), Security Agreement (Energy Future Holdings Corp /TX/)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section ~~5.1~~ 5.01 with respect to payments of Accounts, if an Event of Default shall occur and be ~~continuing~~ continuing, all Proceeds received by any Grantor consisting of cash, checks and other Cash Equivalents shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, upon the notice in writing by the Collateral ~~Agent,~~ Agent (subject to the terms of the Intercreditor ~~Agreements, so requires by notice in writing~~ Agreement) to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under ~~Section 11.5 of~~ the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Guaranteed Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~5.04.

Appears in 2 contracts

Samples: Security Agreement (Tribune Media Co), Assignment and Assumption (Tribune Media Co)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other Term Loan Secured Parties specified in Section ~~5.1~~ 5.01 with respect to payments of Accounts, if an Event of Default shall occur and be ~~continuing~~ continuing, all Proceeds of Collateral received by any Grantor consisting of cash, checks and other Cash Equivalents shall be held by such Grantor in trust for the Collateral Agent and the other Term Loan Secured Parties, segregated from other funds of such Grantor, and shall, upon the notice in writing by the Collateral ~~Agent,~~ Agent (subject to the terms of ~~the~~ any applicable Intercreditor ~~Agreements, so requires by notice in writing~~ Agreement) to the relevant Grantor (it being understood that the exercise of remedies by the Term Loan Secured Parties in connection with an Event of Default ~~under Section 11.5 of the Credit Agreement~~ shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral ~~Agent~~ Agent, in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if required). All Proceeds of Collateral received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control and on terms and conditions reasonably satisfactory to the Collateral ~~Agent~~Agent (subject to the terms of any applicable Intercreditor Agreement). All Proceeds of Collateral while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Term Loan Secured Parties) shall continue to be held as collateral security for all the Guaranteed Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~5.04.

Appears in 2 contracts

Samples: Term Loan Security Agreement (Tribune Publishing Co), Credit Agreement (Tribune Publishing Co)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral Agent, subject to the terms of the Intercreditor ~~Agreements~~Agreement, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 2 contracts

Samples: Security Agreement (RBC Bearings INC), Security Agreement (RBC Bearings INC)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section ~~11.5~~ 11 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if required). ~~All~~ Subject to the terms of the Credit Agreement, all Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its dominion and control and on terms and conditions reasonably satisfactory to the Collateral ~~Agent~~Agent (which may be the Collection Account). All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 2 contracts

Samples: Security Agreement (Hca Inc/Tn), Security Agreement (HCA Holdings, Inc.)

Proceeds to be Turned Over To Collateral Agent. ~~In addition~~ Subject to the ~~rights~~ terms of the ~~Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts~~ABL Intercreditor Agreement, if an Event of Default shall occur and be continuing and the ~~Collateral Agent, subject~~ Loans shall have been accelerated pursuant to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section ~~11.5~~ 8 of the Credit ~~Agreement shall be deemed to constitute a~~ Agreement, at the request by of the Collateral ~~Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)~~Agent, all Proceeds received by ~~any~~ the Grantor consisting of cash, checks and other ~~near~~ 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, subject to, in the case of Term Facility First Priority Collateral, the rights of the Term Collateral Agent and the obligations of the Grantor under the Term Loan Documents and the ABL Intercreditor Agreement, shall, ~~forthwith~~ promptly upon receipt by ~~such~~ the Grantor, be turned over to the Collateral Agent in the exact form received by ~~such~~ the Grantor (duly ~~endorsed~~ 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 maintained under its sole dominion and ~~control and on terms and conditions reasonably satisfactory to the Collateral Agent~~control. All Proceeds while held by the Collateral Agent in a Collateral 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 ~~5.4~~6.6.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Revlon Inc /De/), Guarantee and Pledge Agreement (Revlon Inc /De/)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties specified in ~~Section 5.1~~ subsection 6.1 with respect to payments of ~~Accounts~~Accounts Receivable constituting Collateral, if an Event of Default shall occur and be ~~continuing~~ continuing, and the Collateral ~~Agent, subject~~ Agent shall have instructed any Grantor to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)do so, all Proceeds of Collateral received by ~~any~~ such Grantor consisting of cash, checks and other ~~near cash~~ Cash Equivalent items shall be held by such Grantor in trust for the Collateral Agent or the U.S. Collateral Agent and the other Secured ~~Parties~~Parties hereto or the Secured Parties (as defined in the U.S. Guarantee and Collateral Agreement) as applicable, in accordance with the Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent or the U.S. Collateral Agent, as applicable (or their respective agents appointed for purposes of perfection), in the exact form received by such Grantor (duly ~~endorsed~~ indorsed by such Grantor to the Collateral Agent or the U.S. Collateral Agent, as applicable, if required). All Proceeds of Collateral received by the Collateral Agent hereunder shall be held by the Collateral ~~Agent~~ Agent, or the U.S. Collateral Agent, as applicable, in a accordance with the Intercreditor Agreement, in the relevant U.S. Collateral Proceeds Account maintained under its sole dominion and ~~control and on terms and conditions reasonably satisfactory to the Collateral Agent~~control. All Proceeds of Collateral while held by the Collateral Agent in a such U.S. Collateral Proceeds Account (or by ~~such~~ the relevant Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations of such Grantor and shall not constitute payment thereof until applied as provided in ~~Section 5.4~~subsection 6.5.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (RSC Holdings Inc.), Guarantee and Collateral Agreement (RSC Holdings Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the First Lien 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 Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the First Lien Secured Parties pursuant to any Intercreditor Agreement in connection with an Event of Default under Section 11.5 of the Credit Agreement or any equivalent provision of any Additional First Lien Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), 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 Collateral Agent and the First Lien Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the First Lien Secured Parties) shall continue to be held as collateral security for all the First Lien Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 2 contracts

Samples: Security Agreement (Serena Software Inc), Security Agreement (Serena Software Inc)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be ~~continuing and the Collateral Agent~~continuing, subject to the terms of the Intercreditor ~~Agreements~~Agreement, and the Collateral Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 2 contracts

Samples: Security Agreement (Del Monte Foods Co), Security Agreement (Del Monte Foods Co)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject~~ Agent so instructs any Grantor to ~~the terms of the Intercreditor Agreements,~~ do so ~~requires by notice~~ in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)writing, all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral ~~Agent,~~ 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Univar Inc.), Security Agreement (Univar Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if required). ~~All~~ Subject to the terms of the Credit Agreement, all Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its dominion and control and on terms and conditions reasonably satisfactory to the Collateral ~~Agent~~Agent (which may be the Collection Account). All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 2 contracts

Samples: Security Agreement (Dollar General Corp), Security Agreement (Dollar General Corp)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the ~~Collateral Agent and the~~ Secured Parties specified in Section ~~5.1~~ 6.1 with respect to payments of ~~Accounts~~Receivables, if an Event of Default shall occur and be continuing and the Collateral Agent, subject to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Authorized Collateral Agent ~~for the purposes of this sentence and in such circumstances, no such written notice shall be required)~~has instructed any Grantor to do so, all Proceeds received by ~~any~~ such Grantor consisting of cash, checks and other ~~near~~ near-cash items shall be held by such Grantor in trust for ~~the Collateral Agent and~~ the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such ~~Grantor~~Grantor and written request by the Authorized Collateral Agent, be turned over to the Authorized Collateral Agent substantially in the ~~exact~~ form received by such Grantor (duly ~~endorsed~~ indorsed by such Grantor to the Authorized Collateral Agent, if required). All Proceeds received by the Authorized Collateral Agent hereunder shall be held by the Authorized Collateral Agent in a Collateral Account maintained under its sole dominion and ~~control and on terms and conditions reasonably satisfactory to the Collateral Agent~~control. All Proceeds while held by the Authorized Collateral Agent in a Collateral Account (or by such Grantor in trust for the Authorized Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~6.5.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other ABL Secured Parties specified in Section ~~5.1~~ 5.01 with respect to payments of Accounts, if an Event of Default shall occur and be ~~continuing~~ continuing, all Proceeds of Collateral received by any Grantor consisting of cash, checks and other Cash Equivalents shall be held by such Grantor in trust for the Collateral Agent and the other ABL Secured Parties, segregated from other funds of such Grantor, and shall, upon the notice in writing by the Collateral ~~Agent,~~ Agent (subject to the terms of ~~the~~ any applicable Intercreditor ~~Agreements, so requires by notice in writing~~ Agreement) to the relevant Grantor (it being understood that the exercise of remedies by the ABL Secured Parties in connection with an Event of Default ~~under Section 11.5 of the Credit Agreement~~ shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral ~~Agent~~ Agent, in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if required). All Proceeds of Collateral received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control and on terms and conditions reasonably satisfactory to the Collateral ~~Agent~~Agent (subject to the terms of any applicable Intercreditor Agreement). All Proceeds of Collateral while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other ABL Secured Parties) shall continue to be held as collateral security for all the Guaranteed Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~5.04.

Appears in 2 contracts

Samples: Intercreditor Agreement (Tribune Publishing Co), Abl Security Agreement (Tribune Publishing Co)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section ~~5.1~~ 6.1 with respect to payments of ~~Accounts~~Receivables, subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be ~~continuing and~~ continuing, upon receipt by such Grantor of notice from the Collateral Agent, subject to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other ~~near~~ similar near-cash items shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, ~~forthwith~~ 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 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 and on terms and conditions reasonably satisfactory to the Collateral Agent~~control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral ~~Agent~~ Agent, the Holders and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~6.5.

Appears in 1 contract

Samples: Collateral Agreement (Appvion, Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other 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 Collateral Agent, ~~subject to the terms of the Intercreditor Agreements,~~ so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)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 Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Credit Agreement (Carbonite Inc)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by ~~any~~ the Grantor consisting of cash, checks and other ~~near~~ near-cash items shall be held by ~~such~~ the Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of ~~such~~ the Grantor, and shall, forthwith upon receipt by ~~such~~ the Grantor, be turned over to the Collateral Agent in the exact form received by ~~such~~ the Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by ~~such~~ the Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Term Loan Security Agreement (McJunkin Red Man Holding Corp)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section ~~11.5~~ 11 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Security Agreement (Hca Inc/Tn)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the ~~Collateral Agent and the~~ Secured Parties specified in Section ~~5.1~~ 6.1 hereof with respect to payments of ~~Accounts~~Receivables, if an Event of Default shall ~~occur~~ have occurred and be ~~continuing~~ continuing, and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent shall so ~~requires by notice in writing to~~ notify the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)Grantor, all ~~Proceeds received by any Grantor consisting of cash, checks and other near cash items~~ Collections thereon shall be held by such Grantor in trust for ~~the Collateral Agent and~~ benefit of the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith (and in any event within three (3) Business Days (or such later date as may be agreed by the Collateral Agent)) upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if ~~required~~so requested by the Collateral Agent). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under ~~its~~ the sole dominion and control ~~and on terms and conditions reasonably satisfactory to~~ of the Collateral Agent. All ~~Proceeds~~ Proceeds, while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the ~~Collateral Agent and~~ benefit of the Secured Parties) ), shall continue to be held as ~~collateral security for all the Obligations~~ Collateral under this Agreement and shall not constitute payment thereof until applied as provided in Section ~~5.4~~6.5 hereof.

Appears in 1 contract

Samples: Loan Agreement (Phi Inc)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other 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 Collateral ~~Agent, subject to the terms of the Intercreditor Agreements, so requires by~~ Agent gives prior notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement or any equivalent provision of any Additional First Lien Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), 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 Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent ~~hereunder~~ under this Section 5.3 shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the First Lien Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Junior Priority Intercreditor Agreement (MultiPlan Corp)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Subject Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (~~it being understood that~~ and subject in any event to the ~~exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5~~ terms and conditions of the ~~Credit Agreement shall be deemed~~ DIP Order (with respect to ~~constitute a request by~~ the ~~Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required~~applicable Grantors)), all Proceeds received by any Grantor consisting of cash, checks and other ~~near~~ near-cash items shall be held (without further order of the Bankruptcy Court) by such Grantor ~~in trust~~ for the Collateral Agent and the Secured ~~Parties, segregated from other funds of such Grantor,~~ Parties and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor ~~in trust~~ for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Security Agreement (Energy Future Competitive Holdings Co LLC)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in ~~Section~~ subsection 5.1 with respect to payments of Accounts, subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that ~~the exercise of remedies by the Secured Parties~~ in connection with an Event of Default under Section 11.5 of the Credit ~~Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances~~Agreement, no such written notice shall be required), 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 Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 Deposit Account maintained under its sole dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Deposit Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in ~~Section~~ subsection 5.4.

Appears in 1 contract

Samples: Security Agreement (Accellent Inc)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be ~~continuing and the Collateral Agent~~continuing, subject to the terms of the Intercreditor ~~Agreements~~Agreement, and the Collateral Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under ~~Section 11.5~~ Article 6 of the ~~Credit~~ Indenture or the equivalent provisions of any Additional Second Lien Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Security Agreement (First Data Corp)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the ~~Collateral Agent and the~~ Secured Parties specified in Section ~~5.1~~ 6.1 with respect to payments of ~~Accounts~~Receivables, if the automatic stay imposed by section 362 of the Bankruptcy Code has been vacated as provided in the Financing Orders and the Credit Agreement following the occurrence and during the continuance of an Event of ~~Default shall occur and be continuing and~~ Default, at the written request of the Collateral Agent, ~~subject to~~ at the ~~terms~~ direction of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)Administrative Agent, all Proceeds received by any Grantor consisting of cash, checks and ~~other near cash items~~ Instruments shall be held by such Grantor in trust for the Collateral ~~Agent and~~ Agent, for the ratable benefit of the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly ~~endorsed~~ indorsed by such Grantor to the Collateral Agent, if required); provided however that insofar as the foregoing applies to Government Receivables, such actions shall be required only to the extent permitted by law and in a manner consistent with applicable law and regulations. All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a ~~Collateral Account~~ collateral account maintained under ~~its~~ the sole dominion and control ~~and on terms and conditions reasonably satisfactory to~~ of the Collateral Agent. All Proceeds while held by the Collateral Agent in a the Cash Collateral Account (or by such Grantor in trust for the Collateral ~~Agent and~~ Agent, for the ratable benefit of the Secured Parties) ), shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~6.5.

Appears in 1 contract

Samples: Possession Credit Agreement (Rotech Healthcare Inc)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral Agent, subject to the terms of the ABL Intercreditor ~~Agreements~~Agreement, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the ABL Credit Agreement shall be deemed to constitute a request by the ~~Collateral~~ Administrative Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder ~~shall~~ shall, subject to the terms of the ABL Intercreditor Agreement, be held by the Collateral Agent in a Collateral Account maintained under its dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Abl Security Agreement (Academy Sports & Outdoors, Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Title IV Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Amended and Restated Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by ~~any~~ each Title IV Grantor consisting of cash, checks and other near cash items shall be held by ~~such~~ each Title IV Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of ~~such~~ each Title IV Grantor, and shall, forthwith upon receipt by ~~such~~ each Title IV Grantor, be turned over to the Collateral Agent in the exact form received by ~~such~~ each Title IV Grantor (duly endorsed by ~~such~~ each Title IV 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by ~~such~~ each Title IV Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Collateral Agreement (Laureate Education, Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the ~~Secured Parties~~ Holders specified in Section ~~5.1~~ 6.1 with respect to payments of ~~Accounts~~Receivables, following the Discharge of First Priority Claims and subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Collateral Agent, subject to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)continuing, all Proceeds received by any Grantor in respect of Collateral consisting of cash, checks and other ~~near~~ near-cash items shall be held by such Grantor in trust for the Collateral Agent and the ~~Secured Parties~~Holders, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly ~~endorsed~~ indorsed by such Grantor to the Collateral Agent, if required). ~~All~~ Following the Discharge of First Priority Claims and subject to the terms of the Intercreditor Agreement, 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 and on terms and conditions reasonably satisfactory to the Collateral Agent~~control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the ~~Secured Parties~~Holders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~6.5.

Appears in 1 contract

Samples: Collateral Agreement (Tenneco Automotive Inc)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties specified in ~~Section 5.1~~ subsection 6.1 with respect to payments of ~~Accounts~~Accounts Receivable constituting Collateral, if an Event of Default shall occur and be ~~continuing~~ continuing, and the Collateral ~~Agent, subject~~ Agent shall have instructed any Grantor to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)do so, all Proceeds of Collateral received by ~~any~~ such Grantor consisting of cash, checks and other ~~near cash~~ Cash Equivalent items shall be held by such Grantor in trust for the Collateral Agent or the Term Collateral Agent and the other Secured ~~Parties~~Parties hereto or the Secured Parties (as defined in the Term Guarantee and Collateral Agreement) as applicable in accordance with the terms of the Intercreditor Agreement, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent or the Term Collateral Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the terms of the Intercreditor Agreement, in the exact form received by such Grantor (duly ~~endorsed~~ indorsed by such Grantor to the Collateral Agent or Term Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, if required). All Proceeds of Collateral received by the Collateral Agent hereunder shall be held by the Collateral Agent in a the relevant Collateral Proceeds Account maintained under its sole dominion and ~~control and on terms and conditions reasonably satisfactory to the Collateral Agent~~control. All Proceeds of Collateral while held by the Collateral Agent in a such Collateral Proceeds Account (or by ~~such~~ the relevant Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations of such Grantor and shall not constitute payment thereof until applied as provided in ~~Section 5.4.~~subsection 6.5

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hertz Corp)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section ~~5.1~~ 6.3 with respect to payments of Accounts, if an Event of Default shall occur and be ~~continuing~~ continuing, all Proceeds received by a Grantor consisting of cash, checks and other near-cash items shall upon the Collateral Agent’s request be held by such Grantor in trust for the Secured Parties, ~~subject to~~ segregated from other funds of such Grantor, and shall, upon the ~~terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor~~ Collateral Agent’s request (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under ~~Section 11.5~~ Sections VIII(h) and VIII(i) of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, sentence) forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed 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 of the Collateral Agent and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) ~~shall~~ shall, subject to Section 7.3, continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~7.3.

Appears in 1 contract

Samples: Security Agreement (GrafTech Holdings Inc.)

Proceeds to be Turned Over To Collateral Agent. ~~In addition~~ Subject to the ~~rights~~ terms of the ~~Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts~~Orders, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the DIP Credit Agreement, at the request of the Collateral Agent, subject to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by ~~any~~ the Grantor consisting of cash, checks and other ~~near~~ 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, subject to, in the case of Prepetition ABL Priority Collateral, the rights of the ABL Collateral Agent and the obligations of the Grantor under the “Loan Documents” (as defined in Prepetition ABL Facility Agreement), shall, ~~forthwith~~ promptly upon receipt by ~~such~~ the Grantor, be turned over to the Collateral Agent in the exact form received by ~~such~~ the Grantor (duly ~~endorsed~~ 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 maintained under its sole dominion and ~~control and on terms and conditions reasonably satisfactory to the Collateral Agent~~control. All Proceeds while held by the Collateral Agent in a Collateral 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 ~~5.4~~6.6.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Revlon Consumer Products Corp)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be ~~continuing and the Collateral Agent~~continuing, subject to the terms of the Intercreditor ~~Agreements~~Agreement, and the Collateral Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under ~~Section 11.5~~ Article 6 of the ~~Credit~~ Indenture or the equivalent provisions of any Additional First Lien Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Security Agreement (First Data Corp)

Proceeds to be Turned Over To Collateral Agent. ~~In addition~~ Subject to the ~~rights~~ terms of the ~~Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts~~Orders, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the DIP Credit Agreement, at the request of the Collateral Agent, subject to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), 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, subject to, in the case of Prepetition ABL Priority Collateral, the rights of the ABL Collateral Agent and the obligations of the Grantors under the “Loan Documents” (as defined in the Prepetition ABL Facility Agreement), shall, ~~forthwith~~ promptly upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly ~~endorsed~~ 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 and on terms and conditions reasonably satisfactory to the Collateral Agent~~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 ~~5.4~~6.6.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Revlon Consumer Products Corp)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of ~~Accounts~~Accounts and subject to the terms of the Intercreditor Agreements, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under ~~Section 11.5~~ Article 6 of the ~~Credit Agreement~~ Indenture shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Security Agreement (Hca Inc/Tn)

Proceeds to be Turned Over To Collateral Agent. ~~In addition~~ Subject to the ~~rights~~ terms of the ~~Collateral Agent~~ ABL Intercreditor Agreement and the ~~Secured Parties specified in Section 5.1 with respect to payments of Accounts~~Pari Passu Intercreditor Agreement, if an Event of Default shall occur and be continuing and the ~~Collateral Agent, subject~~ Loans shall have been accelerated pursuant to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section ~~11.5~~ 8 of the Credit ~~Agreement shall be deemed to constitute a~~ Agreement, at the request by of the Collateral ~~Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)~~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, subject to, in the case of ABL Facility First Priority Collateral, the rights of the ABL Collateral Agent and the obligations of the Grantors under the ABL Facility Loan Documents, the ABL Intercreditor Agreement and the Pari Passu Intercreditor Agreement, shall, ~~forthwith~~ promptly upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly ~~endorsed~~ 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 and on terms and conditions reasonably satisfactory to the Collateral Agent~~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 ~~5.4~~6.6.

Appears in 1 contract

Samples: Term Loan Guarantee and Collateral Agreement (Revlon Inc /De/)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral Agent, subject to the terms of ~~the~~ any Intercreditor ~~Agreements~~Agreement, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)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 Collateral Agent and the Secured Parties~~, segregated from other funds of such Grantor~~, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Security Agreement (Blue Coat, Inc.)

Proceeds to be Turned Over To Collateral Agent. ~~In addition~~ Subject to the ~~rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts~~Orders, if an Event of Default shall occur and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the DIP Credit Agreement, at the request of the Collateral Agent, subject to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any ~~Grantor~~ Pledgor consisting of cash, checks and other ~~near~~ near-cash items shall be held by such ~~Grantor~~ Pledgor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such ~~Grantor~~Pledgor, and, subject to the rights of the Collateral Agents and the obligations of the Pledgors under the Orders, shall, ~~forthwith~~ promptly upon receipt by such ~~Grantor~~Pledgor, be turned over to the Collateral Agent in the exact form received by such ~~Grantor~~ Pledgor (duly ~~endorsed~~ indorsed by such ~~Grantor~~ 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 and on terms and conditions reasonably satisfactory to the Collateral Agent~~control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such ~~Grantor~~ 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 Secured Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~5.3.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Revlon Consumer Products Corp)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties specified in ~~Section~~ subsection 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Collateral Agent for the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), 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 Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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~~ an account maintained under its sole dominion and control (a “Collateral Account”) and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a such Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in ~~Section~~ subsection 5.4.

Appears in 1 contract

Samples: Management Shareholder Agreement (Railamerica Inc /De)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be ~~continuing and the Collateral Agent~~continuing, subject to the terms of the Intercreditor ~~Agreements~~Agreement, and the Collateral Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under ~~Section 11.5 of the Credit~~ any First Lien Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Security Agreement (First Data Corp)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other 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 Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Revolving Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), 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 Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Revolving Security Agreement (Goodman Sales CO)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section ~~5.1~~ 5.3 with respect to payments of Accounts, if an Event of Default shall occur and be ~~continuing~~ continuing, all Proceeds received by a Grantor consisting of cash, checks and other near-cash items shall upon the Collateral Agent's request be held by such Grantor in trust for the Secured Parties, ~~subject to~~ segregated from other funds of such Grantor, and shall, upon the ~~terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor~~ Collateral Agent's request (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under ~~Section 11.5~~ Sections VII(g) and VII(h) of the Credit ~~Agreement~~ Agreements shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, sentence) forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly ~~endorsed~~ 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 of the Collateral Agent and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall subject to Section 7.3 continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~7.3.

Appears in 1 contract

Samples: Security Agreement (Ucar International Inc)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be ~~continuing and the Collateral Agent~~continuing, subject to the terms of the Intercreditor ~~Agreements~~Agreement, and the Collateral Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under ~~Section 11.5 of the Credit~~ any Second Lien Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Security Agreement (First Data Corp)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and ~~the~~ Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Security Agreement (KKR Financial Holdings LLC)

Proceeds to be Turned Over To Collateral Agent. In Subject to the terms of the First Lien/Second Lien Intercreditor Agreement, in addition to the rights of the Collateral Agent and the other Second Lien 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 Collateral ~~Agent, subject to the terms of the Intercreditor Agreements, so requires by~~ Agent gives prior notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Second Lien Secured Parties in connection with an Event of Default under Section 11.5 of the Second Lien Credit Agreement or any equivalent provision of any Additional Second Lien Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), 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 Collateral Agent and the other Second Lien Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent ~~hereunder~~ under this Section 5.3 shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Second Lien Secured Parties) shall continue to be held as collateral security for all the Second Lien Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Second Lien Security Agreement (Grocery Outlet Holding Corp.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the ~~Secured Parties~~ Lenders specified in Section ~~5.1~~ 6.1 with respect to payments of ~~Accounts~~Receivables, if an Event of Default shall occur and be ~~continuing and~~ continuing, at the ~~Collateral Agent, subject to the terms~~ written request of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent ~~for~~ and the ~~purposes of this sentence and in such circumstances, no such written notice shall be required)~~Administrative Agent, all Proceeds received by any Grantor consisting of cash, checks and ~~other near cash items~~ Instruments shall be held by such Grantor in trust for the Collateral Agent and the ~~Secured Parties~~Lenders, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly ~~endorsed~~ indorsed by such Grantor to the Collateral Agent, if required); provided however that insofar as the foregoing applies to Government Receivables, such actions shall be required only to the extent permitted by law and in a manner consistent with applicable law and regulations. 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 and on terms and conditions reasonably satisfactory to the Collateral Agent~~control. All Proceeds EXHIBIT A: 23 while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the ~~Secured Parties~~Lenders) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~6.5.

Appears in 1 contract

Samples: Credit Agreement (Rotech Healthcare Inc)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section ~~5.1~~ 6(c)(vi) with respect to payments of Accounts, if an Event of Default shall occur and be ~~continuing~~ continuing, all Proceeds received by a Grantor consisting of cash, checks and other near-cash items shall upon the Collateral Agent’s request be held by such Grantor in trust for the Secured Parties, ~~subject to~~ segregated from other funds of such Grantor, and shall, upon the ~~terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor~~ Collateral Agent’s request (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under ~~Section 11.5~~ Sections VII(h) and VII(i) of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, sentence) forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed 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 of the Collateral Agent and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) ~~shall~~ shall, subject to Section 6(c)(iii), continue to be held as collateral security for all the Obligations of each Foreign Subsidiary that is a CFC and shall not constitute payment thereof until applied as provided in Section ~~5.4~~6(c)(iii).

Appears in 1 contract

Samples: European Guarantee and Luxembourg Security Agreement (Graftech International LTD)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section ~~11.5~~ 12.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Security Agreement (Laureate Education, Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the ~~Collateral Agent and the~~ Senior Secured Parties specified in Section ~~5.1~~ 6.1 with respect to payments of ~~Accounts~~Receivables that are included in the GCA Collateral, if an ICA Event of Default shall occur and be continuing and the Collateral Agent, subject to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request upon receipt by the Collateral Agent ~~for~~ of an Act of Instructing Senior Secured Parties directing the ~~purposes of this sentence~~ Collateral Agent to send a Remedies Notice in connection therewith as provided in the Intercreditor Agreement, and in until such ~~circumstances, no~~ time as such ~~written notice shall be required)~~Remedies Notice has been rescinded, all Proceeds received by any Grantor consisting of cash, Cash Equivalents, checks and other ~~near~~ near-cash items shall be held by such Grantor ~~in trust~~ for the ~~Collateral Agent and the~~ Senior Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the ~~exact~~ form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if ~~required~~required by the Collateral Agent). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its ~~dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent~~control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor ~~in trust~~ for the ~~Collateral Agent and the~~ Senior Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~6.7.

Appears in 1 contract

Samples: Collateral Agreement (Enexus Energy CORP)

Proceeds to be Turned Over To Collateral Agent. In (a) Subject to Sections 3.2 and 4.2, in addition to the rights of the Collateral Agent and the Applicable Secured Parties specified in Section ~~5.1~~ 7.1 with respect to payments of ~~Accounts~~Receivables, if an a Noticed Event of Default shall occur and be continuing and the Collateral Agent, subject to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)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 Collateral Agent and the Applicable Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly ~~endorsed~~ indorsed by such Grantor to the Collateral Agent, if required). ~~All~~ Subject to Sections 3.2 and 4.2, all Proceeds received by the Collateral Agent hereunder in respect of the Shared Collateral Estate shall be held by the Collateral Agent in a Collateral Account (the "Shared Collateral Account"), for the benefit of the Secured Parties, maintained under its sole dominion and ~~control~~ control. Subject to Sections 3.2 and ~~on terms and conditions reasonably satisfactory to~~ 4.2, all Proceeds received by the Collateral ~~Agent~~Agent hereunder in respect of the Non-Shared Collateral Estate shall be held by the Collateral Agent in a Collateral Account (the "Non-Shared Collateral Account"), for the benefit of the Credit Secured Parties, 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 Collateral Agent and the Applicable Secured Parties) shall continue to be held as collateral security for ~~all~~ the Applicable Secured Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~7.5.

Appears in 1 contract

Samples: Collateral and Collateral Trust Agreement (Kerr McGee Corp /De)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent ~~and the Secured Parties~~ specified in Section ~~5.1~~ 6.1 with respect to payments of ~~Accounts~~Receivables, if an Event of Default shall occur and be continuing and the Collateral Agent, subject to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)continuing, all Proceeds with respect to Second-Priority Collateral received by any Grantor consisting of cash, checks and other ~~near~~ near-cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly ~~endorsed~~ indorsed by such Grantor to the Collateral Agent, if required). All Proceeds with respect to Second-Priority Collateral received by the Collateral Agent hereunder shall be held by the Collateral Agent in a the Second-Priority Collateral Account maintained under its sole dominion and ~~control~~ control; provided, that the security interest and ~~on terms and conditions reasonably satisfactory~~ lien of the Bank Administrative Agent pursuant to the Bank Documents shall have been satisfied and discharged in full with respect to such Proceeds and the Collateral Agent is not required under the Intercreditor Agreement to deliver such Proceeds to the Bank Administrative Agent. All Proceeds with respect to Second-Priority Collateral while held by the Collateral Agent in a the Second-Priority Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided ~~in Section 5.4~~by the Indenture.

Appears in 1 contract

Samples: Note Security Agreement (Cellu Tissue Holdings, Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties specified in ~~Section~~ subsection 5.1 with respect to payments of Accounts, subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)Grantor, 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 Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 deposit account maintained under its sole dominion and control and on terms and conditions reasonably satisfactory to the Collateral ~~Agent~~Agent (the “Collateral Deposit Account”). All Proceeds while held by the Collateral Agent in a Collateral Deposit Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in ~~Section~~ subsection 5.4.

Appears in 1 contract

Samples: Security Agreement (Clean Harbors Inc)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood ~~that the exercise of remedies by the Secured Parties in connection with~~ an Event of Default under Section ~~11.5~~ 7.01(g) or (h) of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), 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 Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Credit Agreement (Kinder Morgan, Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other 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 Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section ~~11.5~~ 10.5 of the Term Loan Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), 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 Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Term Loan Security Agreement (Goodman Sales CO)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section ~~5.1~~ 5.3 with respect to payments of Accounts, if an Event of Default shall occur and be ~~continuing~~ continuing, all Proceeds received by a Grantor consisting of cash, checks and other near-cash items shall upon the Collateral Agent's request be held by such Grantor in trust for the Secured Parties, ~~subject to~~ segregated from other funds of such Grantor, and shall, upon the ~~terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor~~ Collateral Agent's request (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under ~~Section 11.5~~ Sections VIII(h) and VIII(i) of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, sentence) forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly ~~endorsed~~ 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 of the Collateral Agent and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall subject to Section 7.3 continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~7.3.

Appears in 1 contract

Samples: Security Agreement (Ucar International Inc)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the First Lien 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 Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the First Lien Secured Parties in connection with an Event of Default under Section ~~11.5~~ 11 of the Credit Agreement or the equivalent provisions of any Additional First Lien Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the First Lien Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the First Lien Secured Parties) shall continue to be held as collateral security for all the First Lien Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Security Agreement (Hca Inc/Tn)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Second Lien Secured Parties specified in Section 5.1 with respect to payments of Subject Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Second Lien Secured Parties pursuant to the Intercreditor Agreement in connection with an Event of Default under Section ~~11.5~~ 6.01 of the ~~Credit~~ Indenture or the equivalent provisions of any Additional Second Lien Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), 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 Collateral Agent and the Second Lien Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Second Lien Secured Parties) shall continue to be held as collateral security for all the Second Lien Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Second Lien Security Agreement (Energy Future Intermediate Holding CO LLC)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral Agent, subject to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)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 Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4. BrightView Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Appears in 1 contract

Samples: First Lien Security Agreement (BrightView Holdings, Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section ~~5.1~~ 6.1 with respect to payments of ~~Accounts~~Receivables, subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be ~~continuing and~~ continuing, upon receipt by such Grantor of notice from the Collateral Agent, subject to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, ~~checks~~ cheques and other ~~near~~ similar near-cash items shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, ~~forthwith~~ 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 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 and on terms and conditions reasonably satisfactory to the Collateral Agent~~control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral ~~Agent~~ Agent, the Holders and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~6.5.

Appears in 1 contract

Samples: Collateral Agreement (Appvion, Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section ~~5.1~~ 6.3 with respect to payments of Accounts, if an Event of Default shall occur and be ~~continuing~~ continuing, all Proceeds received by a Grantor consisting of cash, checks and other near-cash items shall upon the Collateral Agent’s request be held by such Grantor in trust for the Secured Parties, ~~subject to~~ segregated from other funds of such Grantor, and shall, upon the ~~terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor~~ Collateral Agent’s request (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under ~~Section 11.5~~ Sections VIII(h) and VIII(i) of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash, checks and other near cash items shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, sentence) forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly ~~endorsed~~ 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 of the Collateral Agent and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) ~~shall~~ shall, subject to Section 7.3, continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~7.3.

Appears in 1 contract

Samples: Security Agreement (Graftech International LTD)

Proceeds to be Turned Over To Collateral Agent. ~~In addition~~ Subject to the ~~rights~~ terms of the ~~Collateral Agent~~ ABL Intercreditor Agreement and the ~~Secured Parties specified in Section 5.1 with respect to payments of Accounts~~Pari Passu Intercreditor Agreement, if an Event of Default shall occur and be continuing and the ~~Collateral Agent, subject~~ Loans shall have been accelerated pursuant to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section ~~11.5~~ 8 of the Credit ~~Agreement shall be deemed to constitute a~~ Agreement, at the request by of the Collateral ~~Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)~~Agent, all Proceeds received by ~~any~~ the Grantor consisting of cash, checks and other ~~near~~ 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, subject to, in the case of ABL Facility First Priority Collateral, the rights of the ABL Collateral Agent and the obligations of the Grantor under the ABL Facility Loan Documents, the ABL Intercreditor Agreement and the Pari Passu Intercreditor Agreement, shall, ~~forthwith~~ promptly upon receipt by ~~such~~ the Grantor, be turned over to the Collateral Agent in the exact form received by ~~such~~ the Grantor (duly ~~endorsed~~ 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 maintained under its sole dominion and ~~control and on terms and conditions reasonably satisfactory to the Collateral Agent~~control. All Proceeds while held by the Collateral Agent in a Collateral 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 ~~5.4~~6.6.

Appears in 1 contract

Samples: Term Loan Guarantee and Pledge Agreement (Revlon Inc /De/)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral Agent, subject to the terms of the Indenture and the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)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 Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Notes Security Agreement (Academy Sports & Outdoors, Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the First Lien Secured Parties specified in Section 5.1 with respect to payments of Subject Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the First Lien Secured Parties pursuant to the Intercreditor Agreement in connection with an Event of Default under Section 11.5 of the Credit Agreement or the equivalent provisions of any Additional First Lien Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), 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 Collateral Agent and the First Lien Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the First Lien Secured Parties) shall continue to be held as collateral security for all the First Lien Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Security Agreement (Energy Future Holdings Corp /TX/)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 5.1 with respect to payments of ~~Accounts~~Receivables, if an Acceleration Event ~~of Default~~ shall occur and be continuing and the Collateral Agent, subject to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement Agent shall ~~be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such~~ have given written notice ~~shall be required)~~of its intent to exercise its rights and remedies under this Section 5.4, 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 Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly ~~endorsed~~ 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 and on terms and conditions reasonably satisfactory to the Collateral Agent~~control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~5.5. The Collateral Agent shall have no duty to any Grantor or any Notes Secured Party to exercise any such right, privilege or option and shall not be responsible to any Person for any failure to do so or delay in so doing.

Appears in 1 contract

Samples: Credit Agreement (Clarivate Analytics PLC)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the ~~Secured Parties~~ Lenders specified in Section ~~5.1~~ 6.1 with respect to payments of ~~Accounts~~Receivables, if ~~an Event of~~ a Default shall occur and be ~~continuing and~~ continuing, upon the request of the Collateral Agent, subject to the terms of the Intercreditor Agreements, so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)payment subordination provisions described on Schedule 9, 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 Collateral Agent and the ~~Secured Parties~~Lenders, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly ~~endorsed~~ 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 and on terms and conditions reasonably satisfactory to the Collateral Agent~~control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the ~~Secured Parties~~Lenders) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~6.5.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Wendy's/Arby's Group, Inc.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Subject Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (~~it being understood that~~ and subject in any event to the ~~exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5~~ terms and conditions of the ~~Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required~~Orders), all Proceeds received by any Grantor consisting of cash, checks and other ~~near~~ near-cash items shall be held (without further order of the Bankruptcy Court) by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Security Agreement (Energy Future Competitive Holdings Co LLC)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Subject Accounts, if an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor ~~(it being understood that~~ and subject in any event to the ~~exercise of remedies by the Secured Parties in connection with an Event of Default under Section 11.5~~ terms and conditions of the ~~Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required)~~Final Order, all Proceeds received by any Grantor consisting of cash, checks and other ~~near~~ near-cash items shall be held (without further order of the Bankruptcy Court) by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: Security Agreement (Energy Future Holdings Corp /TX/)

Proceeds to be Turned Over To Collateral Agent. ~~In addition to the rights of the Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments of Accounts, if~~ If an Event of Default shall occur and be continuing and the Collateral ~~Agent, subject to the terms of the Intercreditor Agreements,~~ Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section ~~11.5~~ 7.1(a) or (h) of the ~~Credit~~ Term Loan Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds of Collateral received by any Grantor consisting of cash, checks and other ~~near~~ near-cash items shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly 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 and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section ~~5.4~~5.2 hereof.

Appears in 1 contract

Samples: Security Agreement (Milacron Holdings Corp.)

Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other First Lien 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 Collateral ~~Agent, subject to the terms of the Intercreditor Agreements, so requires by~~ Agent gives prior notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the First Lien Secured Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement or any equivalent provision of any Additional First Lien Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), 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 Collateral Agent and the other First Lien Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent ~~hereunder~~ under this Section 5.3 shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other First Lien Secured Parties) shall continue to be held as collateral security for all the First Lien Obligations and shall not constitute payment thereof until applied as provided in Section 5.4.

Appears in 1 contract

Samples: First Lien Security Agreement (Grocery Outlet Holding Corp.)

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