Common use of PROCEEDS AND COLLECTIONS Clause in Contracts

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute Collateral and proceeds of Collateral and shall be held in trust by the Borrowers for the Agent; shall not be commingled with any of the Borrowers' other funds; and shall be deposited and/or transferred only to the Blocked Account. (b) The Borrowers shall cause the ACH or wire transfer to the Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (i) the then contents of each DDA (other than (A) any Local DDA and (B) the Operating Account), each such transfer to be net of any minimum balance, not to exceed $750.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and (ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Agent on each Business Day on which any such transfer is made. (c) At any time that any Cash Management Condition is extant, and whether or not any Liabilities are then outstanding, the Borrowers shall undertake the following (and the Agent may give notice to the bank at which the Blocked Account is maintained to undertake the following): (i) Cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $750.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (ii) Cause the ACH or wire transfer to the Concentration Account, of all Net Proceeds at the earliest moment that such Net Proceeds are paid over to any Borrower. In the event that, notwithstanding the provisions of this Section 7-4(c), any of the Borrowers receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, or Net

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all cash proceeds of any sale or other disposition of any of the Borrower's assets: (i) Constitute Collateral and proceeds of Collateral and shall Collateral. (ii) Shall be held in trust by the Borrowers Borrower for the Agent; shall Lender. (iii) Shall not be commingled with any of the Borrowers' Borrower's other funds; and shall . (iv) Shall be deposited and/or transferred only to the Blocked Restricted Account or the Concentration Account. (b) The Borrowers Borrower shall cause the ACH or wire transfer to the Blocked Restricted or the Concentration Account, no not less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (i) the The then contents of each DDA (other than (A) any Local DDA and (B) the Operating AccountExempt DDA), each such transfer to be net of any minimum balance, not to exceed $750.001,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Agent Lender on each Business Day on which any such transfer is made. (c) At any time that any After the occurrence of a Cash Management Condition is extantConcentration Trigger Event, and whether or not any Liabilities are then outstanding, the Borrowers Borrower shall undertake the following (and the Agent may give notice to the bank at which the Blocked Account is maintained to undertake the following): (i) Cause cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Restricted Account, net of such minimum balance, not to exceed $750.00500.00, as may be required to be maintained in the Blocked Restricted Account by the bank depository at which the Blocked Restricted Account is maintained. (iid) Cause Unless a Cash Concentration Trigger Event has occurred (in which event, the ACH or wire provisions of Section 6-4(e) shall control), the Lender shall cause the transfer of the then contents of the Restricted Account which consist of available funds to the Operating Account on each Business Day. (e) Following the occurrence of any Cash Concentration Trigger Event, the Lender may, in its discretion cease to transfer the contents of the Concentration Account to the Operating Account, of all Net Proceeds at the earliest moment that such Net Proceeds are paid over to any Borrower. In the event that, notwithstanding the provisions of this Section 7-4(c)foregoing, any of the Borrowers Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral...April 11, or Net2003..

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all cash proceeds of any sale or other disposition of any of the Borrower's assets: (i) Constitute Collateral and proceeds of Collateral and shall Collateral. (ii) Shall be held in trust by the Borrowers Borrower for the Agent; shall . (iii) Shall not be commingled with any of the Borrowers' Borrower's other funds; and shall . (iv) Shall be deposited and/or transferred only to the Blocked Account or the Concentration Account. (b) The Borrowers Borrower shall cause the ACH or wire transfer to the Blocked Account or the Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (i) the The then contents of each DDA (other than (A) any Local DDA and (B) the Operating AccountExempt DDA), each such transfer to be net of any minimum balance, not to exceed $750.00, 1,500.00 as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Agent on each Business Day on which any such transfer is made. (c) At any time that any Cash Management Condition is extant, and whether Whether or not any Liabilities are then outstanding, the Borrowers Borrower shall undertake the following (and the Agent may give notice to the bank at which the Blocked Account is maintained to undertake the following): (i) Cause cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $750.00, 1,000.00 as may be required to be maintained in the Blocked Account by the bank at depository which the Blocked Account is maintained. Telephone advice (confirmed by written notice) shall be provided to the Agent on each Business Day on which any such transfer is made. (iid) Cause the ACH or wire transfer to the Concentration Account, of all Net Proceeds at the earliest moment that such Net Proceeds are paid over to any Borrower. In the event that, notwithstanding the provisions of this Section 7-4(c), any of the Borrowers Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by the Borrower for the Agent and shall not be commingled with any of the Borrower's other funds or Netdeposited in any account of the Borrower other than the Blocked Account.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute Collateral and proceeds of Collateral Collateral. (b) Absent a Cash Control Event, the Borrowers may collect all Receipts and use such Receipts in the ordinary course of business. (c) During a Cash Control Event, the Borrowers for each Division shall cause all Receipts to be deposited or transferred to the Administrative Agent's Account for such Division. (d) Subject to this Section 7.4, upon notice from the Administrative Agent to the Lead Borrower that a Cash Control Event has occurred: (i) All Receipts: (A) Shall be held in trust by the Borrowers for the Agent; shall Collateral Agents. (B) Shall not be commingled with any of the Borrowers' any Borrower's other funds; and shall . (C) Shall be deposited and/or transferred only to a Collection Account or the Blocked applicable Administrative Agent's Accounts, and the Borrowers shall not have any authority to withdraw any amounts from such accounts and the Administrative Agent shall have no obligation to deposit such Receipts in the applicable Operating Account. (bii) The Borrowers Lead Borrower shall cause the ACH transfer or wire transfer to the Blocked AccountCollection Account or the applicable Administrative Agent's Account (except in those instances in which such transfer is not within the control of the Lead Borrower or any other Borrower), no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (iA) the The then contents of each DDA (other than (A) any Local DDA and (B) the Operating AccountExempt DDA), each such transfer to be net of any minimum balance, not to exceed $750.002,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (iiB) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Agent on each Business Day on which any such transfer is made. (ciii) At any time that any Cash Management Condition is extant, and whether or not any Liabilities are then outstanding, the Borrowers shall undertake the following (and the Agent may give notice to the bank at which the Blocked Account is maintained to undertake the following): (i) Cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $750.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (ii) Cause the ACH or wire transfer to the Concentration Account, of all Net Proceeds at the earliest moment that such Net Proceeds are paid over to any Borrower. In the event that, notwithstanding the provisions of this Section 7-4(c7.4(d), any of the Borrowers receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by that Borrower for the Agent and shall not be commingled with any of that Borrower's other funds or Netdeposited in any account of any Borrower other than as instructed by the Administrative Agent. (iv) The Borrowers shall not disburse any funds in the DDAs, Collection Accounts or other deposit accounts (other than Exempt DDAs and the Operating Accounts in the ordinary course of business consistent with past practices) other than in accordance with the provisions of this Section 7.4.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all cash proceeds of any sale or other disposition of any of the Borrower's assets: (i) Constitute Collateral and proceeds of Collateral and shall Collateral. (ii) Shall be held in trust by the Borrowers Borrower for the Agent; shall Lender. (iii) Shall not be commingled with any of the Borrowers' Borrower's other funds; and shall . (iv) Shall be deposited and/or transferred only to the Operating Account, Blocked AccountAccount or the Concentration Account in accordance with this Article 7. (b) The Borrowers Borrower shall cause the ACH or wire transfer to the Blocked Account or, upon the occurrence and during the continuance of a Cash Dominion Event, the Concentration Account, no not less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (i) the then contents of each DDA (other than (A) any Local DDA and (B) the Operating Account), each such transfer to be net of any minimum balance, not to exceed $750.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and (ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Agent Lender on each Business Day on which any such transfer is made. (c) At any time that any Cash Management Condition is extant, and whether Whether or not any Liabilities are then outstanding, from and after the Borrowers occurrence and during the continuance of any Cash Dominion Event, the Borrower shall undertake the following (and the Agent may give notice to the bank at which the Blocked Account is maintained to undertake the following): (i) Cause cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $750.00, 1,000.00 as may be required to be maintained in the Blocked Account by the bank at depository which the Blocked Account is maintained. (iid) Cause the ACH or wire transfer to the Concentration Account, of all Net Proceeds at the earliest moment that such Net Proceeds are paid over to any Borrower. In the event that, notwithstanding the provisions of this Section 7-4(c)7.3, any of the Borrowers Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by the Borrower for the Lender and shall not be commingled with any of the Borrower's other funds or Netdeposited in any account of the Borrower other than as instructed by the Lender.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all cash proceeds of any sale or other disposition of any of the Borrower’s assets: (i) Constitute Collateral and proceeds of Collateral and shall Collateral. (ii) Shall be held in trust by the Borrowers Borrower for the Agent; shall Lender. (iii) Shall not be commingled with any of the Borrowers' Borrower’s other funds; and shall . (iv) Shall be deposited and/or transferred only to the Operating Account, Blocked AccountAccount or the Concentration Account in accordance with this Article 7. (b) The Borrowers Borrower shall cause the ACH or wire transfer to the Blocked Account or, upon the occurrence and during the continuance of a Cash Dominion Event, the Concentration Account, no not less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (i) the then contents of each DDA (other than (A) any Local DDA and (B) the Operating Account), each such transfer to be net of any minimum balance, not to exceed $750.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and (ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Agent Lender on each Business Day on which any such transfer is made. (c) At any time that any Cash Management Condition is extant, and whether Whether or not any Liabilities are then outstanding, from and after the Borrowers occurrence and during the continuance of any Cash Dominion Event, the Borrower shall undertake the following (and the Agent may give notice to the bank at which the Blocked Account is maintained to undertake the following): (i) Cause cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $750.00, 1,000.00 as may be required to be maintained in the Blocked Account by the bank at depository which the Blocked Account is maintained. (iid) Cause the ACH or wire transfer to the Concentration Account, of all Net Proceeds at the earliest moment that such Net Proceeds are paid over to any Borrower. In the event that, notwithstanding the provisions of this Section 7-4(c)7.3, any of the Borrowers Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by the Borrower for the Lender and shall not be commingled with any of the Borrower’s other funds or Netdeposited in any account of the Borrower other than as instructed by the Lender.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all cash proceeds of any sale or other disposition of Inventory and Accounts of each Borrower: (i) Constitute Collateral and proceeds of Collateral and Collateral. (ii) During the existence of a Cash Control Event, shall be held in trust by the Borrowers for the Administrative Agent; . (iii) During the existence of a Cash Control Event, shall not be commingled with any of the Borrowers' any Borrower's other funds; and . (iv) During the existence of a Cash Control Event, shall be deposited and/or transferred only to the Blocked Accounts or the Concentration Account. (b) The Borrowers During the existence of a Cash Control Event, the Lead Borrower shall cause the ACH or wire transfer to the Primary Blocked Account or the Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (i) the The then contents of collected funds in each DDA (other than (A) any Local DDA and (B) the Operating AccountExempt DDA), each such transfer to be net of any minimum balance, not to exceed $750.0010,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Administrative Agent on each Business Day on which any such transfer is made. (c) At any time that any Cash Management Condition is extant, and whether Whether or not any Liabilities are then outstanding, during the Borrowers existence of a Cash Control Event, the Lead Borrower shall undertake the following (and the Agent may give notice to the bank at which the Blocked Account is maintained to undertake the following): (i) Cause cause the ACH or wire transfer to the Concentration Account, no less frequently than dailydaily on each Business Day, of then entire ledger balance of the all collected funds in each Blocked Account, net of such minimum balance, not to exceed $750.0010,000.00, as may be required to be maintained in the Blocked Account by the bank at depository which the Blocked Account is maintained. (iid) Cause the ACH or wire transfer to the Concentration Account, of all Net Proceeds at the earliest moment that such Net Proceeds are paid over to any Borrower. In the event that, notwithstanding the provisions of this Section 7-4(c)4, during the existence of a Cash Control Event, any of the Borrowers Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by that Borrower for the Administrative Agent and shall not be commingled with any of that Borrower's other funds or Netdeposited in any account of any Borrower other than as instructed by the Administrative Agent.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all cash proceeds of any sale or other disposition of any of each Borrower's assets: (i) Constitute Collateral and proceeds of Collateral and shall Collateral. (ii) Shall be held in trust by the Borrowers for the Administrative Agent; shall . (iii) Shall not be commingled with any of the Borrowers' any Borrower's other funds; and shall . (iv) Shall be deposited and/or transferred only to the Blocked Account or the Concentration Account. (b) The Borrowers Lead Borrower shall cause the ACH or wire transfer to the Blocked or the Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (i) the The then contents of each DDA (other than (A) any Local DDA and (B) the Operating AccountExempt DDA), each such transfer to be net of any minimum balance, not to exceed $750.00750, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Administrative Agent on each Business Day on which any such transfer is made. (ca) At any time that any Cash Management Condition is extant, and whether Whether or not any Liabilities are then outstanding, the Borrowers Lead Borrower shall undertake the following (and the Agent may give notice to the bank at which the Blocked Account is maintained to undertake the following): (i) Cause cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $750.0025,000.00., as may be required to be maintained in the Blocked Account by the bank at depository which the Blocked Account is maintained. (iib) Cause the ACH or wire transfer to the Concentration Account, of all Net Proceeds at the earliest moment that such Net Proceeds are paid over to any Borrower. In the event that, notwithstanding the provisions of this Section 7-4(c), any of the Borrowers Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by that Borrower for the Administrative Agent and shall not be commingled with any of that Borrower's other funds or Netdeposited in any account of any Borrower other than as instructed by the Administrative Agent.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all cash proceeds of any sale or other disposition of any of each Borrower's assets: (i) Constitute Collateral and proceeds of Collateral and shall Collateral. (ii) Shall be held in trust by the Borrowers for the Agent; shall Lender. (iii) Shall not be commingled with any of the Borrowers' any Borrower's other funds; and shall . (iv) Shall be deposited and/or transferred by the Borrowers only to the Blocked Account, the Concentration Account or the Lender's Depository Account. (b) The Borrowers shall cause the ACH or wire transfer to the Blocked Account, no less frequently than daily (and whether Whether or not there is then an outstanding balance in the Loan Account, the Lead Borrower shall cause the ACH or wire transfer to one of the Blocked Accounts, not less frequently than weekly (daily following the occurrence of an Event of Default) ofof the following: (i) the The then contents of each DDA (other than (Aany Exempt DDA) any Local DDA and (B) the Operating Account)which consist of available funds, each such transfer to be net of any minimum balance, (not to exceed $750.00), as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Agent on each Business Day on which any such transfer is made. (c) At any time that any Cash Management Condition is extant, and whether Whether or not any Liabilities are there is then outstandingan outstanding balance in the Loan Account, not less frequently than weekly (daily following the Borrowers shall undertake occurrence of an Event of Default) the following (and the Agent may give notice to the bank at which the then contents of each Blocked Account is maintained to undertake the following): (i) Cause the ACH or wire transfer which consist of available funds shall be transferred to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, such transfer to be net of such any minimum balance, (not to exceed $750.00), as may be required to be maintained in the Blocked Account subject DDA by the bank at which the Blocked Account such DDA is maintained. (iid) Cause Whether or not there is then an outstanding balance in the ACH or wire Loan Account, not less frequently than weekly (daily following the occurrence of an Event of Default) the then contents of each Concentration Account which consist of available funds shall be transferred to the Lender's Depository Account, such transfer to be net of any minimum balance, (not to exceed $750.00), as may be required to be maintained in the Concentration Account, of all Net Proceeds subject DDA by the bank at the earliest moment that which such Net Proceeds are paid over to any Borrower. DDA is maintained. (e) In the event that, notwithstanding the provisions of this Section 7-4(c)7.4, any of the Borrowers Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by that Borrower for the Lender and shall not be commingled with any of that Borrower's other funds or Netdeposited in any account of any Borrower other than as instructed by the Lender.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute Collateral and proceeds of Collateral Collateral. (b) Absent a Cash Control Event, the Borrower may collect all Receipts and use such Receipts in the ordinary course of business. (c) During a Cash Control Event, the Borrower shall cause all Receipts to be deposited or transferred to the Administrative Agent’s Account. (d) Subject to this Section 8.4, upon notice from the Administrative Agent to the Borrower that a Cash Control Event has occurred: (i) All Receipts: (A) Shall be held in trust by the Borrowers Borrower for the Collateral Agent; shall . (B) Shall not be commingled with any of the Borrowers' Borrower’s other funds; and shall . (C) Shall be deposited and/or transferred only to a Collection Account or the Blocked applicable Administrative Agent’s Accounts, and the Borrower shall not have any authority to withdraw any amounts from such accounts and the Administrative Agent shall have no obligation to deposit such Receipts in the applicable Operating Account. (bii) The Borrowers Borrower shall cause the ACH transfer or wire transfer to the Blocked AccountCollection Account or the applicable Administrative Agent’s Account (except in those instances in which such transfer is not within the control of the Borrower), no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (iA) the The then contents of each DDA (other than (A) any Local DDA and (B) the Operating AccountExempt DDA), each such transfer to be net of any minimum balance, not to exceed $750.002,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (iiB) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Agent on each Business Day on which any such transfer is made. (ciii) At any time that any Cash Management Condition is extant, and whether or not any Liabilities are then outstanding, the Borrowers shall undertake the following (and the Agent may give notice to the bank at which the Blocked Account is maintained to undertake the following): (i) Cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $750.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (ii) Cause the ACH or wire transfer to the Concentration Account, of all Net Proceeds at the earliest moment that such Net Proceeds are paid over to any Borrower. In the event that, notwithstanding the provisions of this Section 7-4(c8.4(d), any of the Borrowers Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by the Borrower for the Agent and shall not be commingled with any of the Borrower’s other funds or Netdeposited in any account of the Borrower other than as instructed by the Administrative Agent. (iv) The Borrower shall not disburse any funds in the DDAs, Collection Accounts or other deposit accounts (other than Exempt DDAs and the Operating Accounts in the ordinary course of business consistent with past practices) other than in accordance with the provisions of this Section 8.4.