Common use of Cash Dominion; Collection and Application of Accounts Clause in Contracts

Cash Dominion; Collection and Application of Accounts. (a) At the applicable Borrower’s own cost and expense, arrange (and cause each of its Subsidiaries to arrange) for remittances on all Accounts to be made (i) directly to one or more lockboxes designated by the Applicable Agent under the terms of the applicable Lockbox Agreement, or (ii) in such other manner as the Administrative Agent may direct. Unless the procedures discussed in Section 6.15(b) below are then in effect, and in any event, at all times that no Revolving Loans and Letter of Credit Exposure Amount are outstanding, (1) the proceeds of all Accounts collected through such lockboxes or any other manner shall not be required to be remitted to the Applicable Agent for application to the applicable Revolving Loans and for other disbursements approved by the Applicable Agent as set forth in Section 6.15(b) below, but instead shall be available for unrestricted use by the applicable Borrower (or its respective Subsidiary), subject to the other terms of this Agreement (including without limitation, the negative covenants of Article 7), so long as any collected cash proceeds not applied against the applicable Obligations or otherwise utilized as permitted hereby, remain pledged as Collateral hereunder (i.e., invested as Permitted Investment Securities or held in JPMorgan or JPMorgan Canada, as applicable, deposit accounts or other accounts covered by a Tri-Party Agreement) and (2) the Applicable Agent shall not cause any funds then available in any deposit account covered by any Tri-Party Agreement evidencing control for purposes of perfection of such Collateral Agent’s Lien (as opposed to facilitating the collection of Accounts) to be transferred or paid to the Applicable Agent for any purpose. (b) If (i) a Default or Event of Default shall occur, (ii) average Aggregate Availability during any consecutive thirty (30) day period shall be less than $20,000,000, or (iii) Aggregate Availability shall be less than $15,000,000 at any time, then all remittances on all Accounts processed through the lockboxes and received by the Applicable Agent in accordance with Section 6.15(a) shall at all times thereafter be promptly deposited in one or more controlled disbursement or other accounts designated by the Applicable Agent, subject to withdrawal by the Applicable Agent only, as hereinafter provided and in connection therewith, the Applicable Agent and JPMorgan or JPMorgan Canada, as applicable, are irrevocably authorized to cause all remittances on all Accounts received by the Applicable Agent or JPMorgan or JPMorgan Canada, as applicable, from whatever means, whether pursuant to the applicable Lockbox Agreement, any Tri-Party Agreement or otherwise, to be promptly deposited in such account or accounts designated by the Applicable Agent. All remittances and payments that are deposited and received by any Applicable Agent in accordance with the foregoing provisions of this Section 6.15(b) will be applied by such Agent on the same day received (or on the next Business Day in the case of remittances and payments received after 11:00 a.m.) to reduce the outstanding balance of the applicable Revolving Loans, subject to the continued accrual of interest for one (1) Business Day (or two Business Days in the case of remittances and payments received after 11:00 a.m.) on the applicable Revolving Loan balances paid by such remittances and payments and in any event subject to final collection in cash of the item deposited. (c) Once the procedures described in Section 6.15(b) above are implemented in accordance with the terms thereof, such procedures shall continue in effect at all times thereafter unless and until (i) the applicable Default or Event of Default shall have been cured to the satisfaction of the Agent, or (ii) average Aggregate Availability during any subsequent thirty (30) day consecutive day period is greater than $30,000,000, as the case may be. (d) Notwithstanding any provision to the contrary in this Section 6.15, neither Borrower nor any of its respective Subsidiaries shall be permitted to have from time to time local depository accounts maintained with financial institutions other than JPMorgan or JPMorgan Canada, as applicable, for local remittances, payroll, trust and escrow services of the applicable Borrower and its respective Subsidiaries in the ordinary course of business, with not more than $500,000 in the aggregate being permitted to be held in all such local depository or remittance accounts at any one time, provided in each case all such accounts remain subject to a Tri-Party Agreement and which such permitted amounts in such accounts shall not be subject to periodic sweeps to a controlled disbursement account with the Applicable Agent unless an Event of Default then exists. (e) As long as the procedures implemented under Section 6.15(b) above are in effect and are continuing, and except as otherwise permitted under Section 6.15(d) above, each Borrower and its respective Subsidiaries shall cause all payments, if any, received by such Borrower or any of its Subsidiaries on account of Accounts which are not forwarded directly to the above-described lockbox(es) or accounts (whether in the form of cash, checks, notes, drafts, bills of exchanges, money orders or otherwise) to be promptly deposited in the form received (but with any endorsements of such Borrower or its applicable Subsidiary necessary for deposit or collection) in the account or accounts designated by the Applicable Agent in accordance with the provisions of Section 6.15(a) above.

Cash Dominion; Collection and Application of Accounts. (a) At the applicable Borrower’s 's own cost and expense, arrange (and cause each of its Subsidiaries to arrange) for remittances on all Accounts to be made (i) directly to one or more lockboxes designated by the Applicable Collateral Agent under the terms of the applicable Lockbox Agreement, or (ii) in such other manner as the Administrative Agent may direct. Unless the procedures discussed in Section 6.15(b) below are then in effect, and in any event, at all times that no Revolving Loans and Letter of Credit Exposure Amount are Agreement Debt is outstanding, (1) the proceeds of all Accounts collected through such lockboxes or any other manner shall not be required to be remitted to the Applicable Collateral Agent for application to the applicable Revolving Loans Credit Agreement Debt and for other disbursements approved by the Applicable Collateral Agent as set forth in Section 6.15(b) below, but instead shall be available for unrestricted use by the applicable Borrower (or its respective Subsidiary)Borrower, subject to the other terms of this Agreement (including without limitation, the negative covenants of Article 7), so long as any collected cash proceeds not applied against the applicable Obligations Revolving Credit Agreement Debt or otherwise utilized as permitted hereby, remain pledged as Collateral hereunder (i.e., invested as Permitted Investment Securities or held in JPMorgan or JPMorgan CanadaChase Bank, as applicable, N.A. deposit accounts or other accounts covered by a Tri-Party Agreement) and (2) the Applicable Collateral Agent shall not cause any funds then available in any deposit account covered by any Tri-Party Agreement evidencing control for purposes of perfection of such the Collateral Agent’s Lien (as opposed to facilitating the collection of Accounts) to be transferred or paid to the Applicable Collateral Agent for any purpose. (b) If (i) a Default or Event of Default shall occur, (ii) average Aggregate Availability (under and as defined in the Revolving Credit Agreement) during any consecutive thirty (30) day period shall be less than $20,000,000, or (iii) Aggregate Availability (under and as defined in the Revolving Credit Agreement) shall be less than $15,000,000 at any time, then all remittances on all Accounts processed through the lockboxes and received by the Applicable Collateral Agent in accordance with Section 6.15(a) shall at all times thereafter be promptly deposited in one or more controlled disbursement or other accounts designated by the Applicable Collateral Agent, subject to withdrawal by the Applicable Collateral Agent only, as hereinafter provided and in connection therewith, the Applicable Collateral Agent and JPMorgan or JPMorgan Canada, as applicable, Chase Bank N.A. are irrevocably authorized to cause all remittances on all Accounts received by the Applicable Collateral Agent or JPMorgan or JPMorgan Canada, as applicable, Chase Bank N.A. from whatever means, whether pursuant to the applicable Lockbox Agreement, any Tri-Party Agreement or otherwise, to be promptly deposited in such account or accounts designated by the Applicable Collateral Agent. All remittances and payments that are deposited and received by any Applicable the Collateral Agent in accordance with the foregoing provisions of this Section 6.15(b) will be applied by such the Collateral Agent on the same day received (or on the next Business Day in the case of remittances and payments received after 11:00 a.m.) to reduce the outstanding balance of the applicable Revolving LoansCredit Agreement Debt, subject to the continued accrual of interest for one (1) Business Day (or two Business Days in the case of remittances and payments received after 11:00 a.m.) on the applicable Revolving Loan Credit Agreement Debt balances paid by such remittances and payments and in any event subject to final collection in cash of the item deposited. (c) Once the procedures described in Section 6.15(b) above are implemented in accordance with the terms thereof, such procedures shall continue in effect at all times thereafter unless and until (i) the applicable Default or Event of Default shall have been cured to the satisfaction of the Agent, or (ii) average Aggregate Availability (under and as defined in the Revolving Credit Agreement) during any subsequent thirty (30) day consecutive day period is greater than $30,000,000, as the case may be. (d) Notwithstanding any provision to the contrary in this Section 6.15, neither the Borrower nor any of and its respective Subsidiaries shall be permitted to have from time to time local depository accounts maintained with financial institutions other than JPMorgan or JPMorgan CanadaChase Bank, as applicable, N.A. for local remittances, payroll, trust and escrow services of the applicable Borrower and its respective Subsidiaries in the ordinary course of business, with not more than $500,000 in the aggregate being permitted to be held in all such local depository or remittance accounts at any one time, provided in each case all such accounts remain subject to a Tri-Party Agreement and which such permitted amounts in such accounts shall not be subject to periodic sweeps to a controlled disbursement account with the Applicable Collateral Agent unless an Event of Default then exists. (e) As long as the procedures implemented under Section 6.15(b) above are in effect and are continuing, and except as otherwise permitted under Section 6.15(d) above, each the Borrower and its respective Subsidiaries shall cause all payments, if any, received by such the Borrower or any of its Subsidiaries on account of Accounts which are not forwarded directly to the above-described lockbox(es) or accounts (whether in the form of cash, checks, notes, drafts, bills of exchanges, money orders or otherwise) to be promptly deposited in the form received (but with any endorsements of such the Borrower or its the applicable Subsidiary necessary for deposit or collection) in the account or accounts designated by the Applicable Collateral Agent in accordance with the provisions of Section 6.15(a) above.

Cash Dominion; Collection and Application of Accounts. (a) At the applicable Borrower’s own cost and expense, arrange (and cause each of its Subsidiaries to arrange) for remittances on all Accounts to be made (i) directly to one or more lockboxes designated by the Applicable Collateral Agent under the terms of the applicable Lockbox Agreement, or (ii) in such other manner as the Administrative Agent may direct. Unless the procedures discussed in Section 6.15(b) below are then in effect, and in any event, at all times that no Revolving Loans and Letter of Credit Exposure Amount are Agreement Debt is outstanding, (1) the proceeds of all Accounts collected through such lockboxes or any other manner shall not be required to be remitted to the Applicable Collateral Agent for application to the applicable Revolving Loans Credit Agreement Debt and for other disbursements approved by the Applicable Collateral Agent as set forth in Section 6.15(b) below, but instead shall be available for unrestricted use by the applicable Borrower (or its respective Subsidiary)Borrower, subject to the other terms of this Agreement (including without limitation, the negative covenants of Article Section 7), so long as any collected cash proceeds not applied against the applicable Obligations Revolving Credit Agreement Debt or otherwise utilized as permitted hereby, remain pledged as Collateral hereunder (i.e., invested as Permitted Investment Securities or held in JPMorgan or JPMorgan Canada, as applicable, deposit accounts or other accounts covered by a Tri-Party Agreement) and (2) the Applicable Collateral Agent shall not cause any funds then available in any deposit account covered by any Tri-Party Agreement evidencing control for purposes of perfection of such the Collateral Agent’s Lien (as opposed to facilitating the collection of Accounts) to be transferred or paid to the Applicable Collateral Agent for any purpose. (b) If (i) a Default or Event of Default shall occur, (ii) average Aggregate Availability (under and as defined in the Revolving Credit Agreement) during any consecutive thirty (30) day period shall be less than $20,000,000, or (iii) Aggregate Availability (under and as defined in the Revolving Credit Agreement) shall be less than $15,000,000 at any time, then all remittances on all Accounts processed through the lockboxes and received by the Applicable Collateral Agent in accordance with Section 6.15(a) shall at all times thereafter be promptly deposited in one or more controlled disbursement or other accounts designated by the Applicable Collateral Agent, subject to withdrawal by the Applicable Collateral Agent only, as hereinafter provided and in connection therewith, the Applicable Collateral Agent and JPMorgan or JPMorgan Canada, as applicable, are irrevocably authorized to cause all remittances on all Accounts received by the Applicable Collateral Agent or JPMorgan or JPMorgan Canada, as applicable, from whatever means, whether pursuant to the applicable Lockbox Agreement, any Tri-Party Agreement or otherwise, to be promptly deposited in such account or accounts designated by the Applicable Collateral Agent. All remittances and payments that are deposited and received by any Applicable the Collateral Agent in accordance with the foregoing provisions of this Section 6.15(b) will be applied by such the Collateral Agent on the same day received (or on the next Business Day in the case of remittances and payments received after 11:00 a.m.) to reduce the outstanding balance of the applicable Revolving LoansCredit Agreement Debt, subject to the continued accrual of interest for one (1) Business Day (or two Business Days in the case of remittances and payments received after 11:00 a.m.) on the applicable Revolving Loan Credit Agreement Debt balances paid by such remittances and payments and in any event subject to final collection in cash of the item deposited. (c) Once the procedures described in Section 6.15(b) above are implemented in accordance with the terms thereof, such procedures shall continue in effect at all times thereafter unless and until (i) the applicable Default or Event of Default shall have been cured to the satisfaction of the Agent, or (ii) average Aggregate Availability (under and as defined in the Revolving Credit Agreement) during any subsequent thirty (30) day consecutive day period is greater than $30,000,000, as the case may be. (d) Notwithstanding any provision to the contrary in this Section 6.15, neither the Borrower nor any of and its respective Subsidiaries shall be permitted to have from time to time local depository accounts maintained with financial institutions other than JPMorgan or JPMorgan Canada, as applicable, for local remittances, payroll, trust and escrow services of the applicable Borrower and its respective Subsidiaries in the ordinary course of business, with not more than $500,000 in the aggregate being permitted to be held in all such local depository or remittance accounts at any one time, provided in each case all such accounts remain subject to a Tri-Party Agreement and which such permitted amounts in such accounts shall not be subject to periodic sweeps to a controlled disbursement account with the Applicable Collateral Agent unless an Event of Default then exists. (e) As long as the procedures implemented under Section 6.15(b) above are in effect and are continuing, and except as otherwise permitted under Section 6.15(d) above, each the Borrower and its respective Subsidiaries shall cause all payments, if any, received by such the Borrower or any of its Subsidiaries on account of Accounts which are not forwarded directly to the above-described lockbox(es) or accounts (whether in the form of cash, checks, notes, drafts, bills of exchanges, money orders or otherwise) to be promptly deposited in the form received (but with any endorsements of such the Borrower or its the applicable Subsidiary necessary for deposit or collection) in the account or accounts designated by the Applicable Collateral Agent in accordance with the provisions of Section 6.15(a) above.

Cash Dominion; Collection and Application of Accounts. (a) At the applicable Borrower’s 's own cost and expense, arrange (and cause each of its Subsidiaries to arrange) for remittances on all Accounts to be made (i) directly to one or more lockboxes designated by the Applicable Collateral Agent under the terms of the applicable Lockbox Agreement, or (ii) in such other manner as the Administrative Agent may direct. Unless the procedures discussed in Section 6.15(b) below are then in effect, and in any event, at all times that no Revolving Loans and Letter of Credit Exposure Amount are Agreement Debt is outstanding, (1) the proceeds of all Accounts collected through such lockboxes or any other manner shall not be required to be remitted to the Applicable Collateral Agent for application to the applicable Revolving Loans Credit Agreement Debt and for other disbursements approved by the Applicable Collateral Agent as set forth in Section 6.15(b) below, but instead shall be available for unrestricted use by the applicable Borrower (or its respective Subsidiary)Borrower, subject to the other terms of this Agreement (including without limitation, the negative covenants of Article Section 7), so long as any collected cash proceeds not applied against the applicable Obligations Revolving Credit Agreement Debt or otherwise utilized as permitted hereby, remain pledged as Collateral hereunder (i.e., invested as Permitted Investment Securities or held in JPMorgan or JPMorgan Canada, as applicable, deposit accounts or other accounts covered by a Tri-Party Agreement) and (2) the Applicable Collateral Agent shall not cause any funds then available in any deposit account covered by any Tri-Party Agreement evidencing control for purposes of perfection of such the Collateral Agent’s Lien (as opposed to facilitating the collection of Accounts) to be transferred or paid to the Applicable Collateral Agent for any purpose. (b) If (i) a Default or Event of Default shall occur, (ii) average Aggregate Availability (under and as defined in the Revolving Credit Agreement) during any consecutive thirty (30) day period shall be less than $20,000,000, or (iii) Aggregate Availability (under and as defined in the Revolving Credit Agreement) shall be less than $15,000,000 at any time, then all remittances on all Accounts processed through the lockboxes and received by the Applicable Collateral Agent in accordance with Section 6.15(a) shall at all times thereafter be promptly deposited in one or more controlled disbursement or other accounts designated by the Applicable Collateral Agent, subject to withdrawal by the Applicable Collateral Agent only, as hereinafter provided and in connection therewith, the Applicable Collateral Agent and JPMorgan or JPMorgan Canada, as applicable, are irrevocably authorized to cause all remittances on all Accounts received by the Applicable Collateral Agent or JPMorgan or JPMorgan Canada, as applicable, from whatever means, whether pursuant to the applicable Lockbox Agreement, any Tri-Party Agreement or otherwise, to be promptly deposited in such account or accounts designated by the Applicable Collateral Agent. All remittances and payments that are deposited and received by any Applicable the Collateral Agent in accordance with the foregoing provisions of this Section 6.15(b) will be applied by such the Collateral Agent on the same day received (or on the next Business Day in the case of remittances and payments received after 11:00 a.m.) to reduce the outstanding balance of the applicable Revolving LoansCredit Agreement Debt, subject to the continued accrual of interest for one (1) Business Day (or two Business Days in the case of remittances and payments received after 11:00 a.m.) on the applicable Revolving Loan Credit Agreement Debt balances paid by such remittances and payments and in any event subject to final collection in cash of the item deposited. (c) Once the procedures described in Section 6.15(b) above are implemented in accordance with the terms thereof, such procedures shall continue in effect at all times thereafter unless and until (i) the applicable Default or Event of Default shall have been cured to the satisfaction of the Agent, or (ii) average Aggregate Availability (under and as defined in the Revolving Credit Agreement) during any subsequent thirty (30) day consecutive day period is greater than $30,000,000, as the case may be. (d) Notwithstanding any provision to the contrary in this Section 6.15, neither the Borrower nor any of and its respective Subsidiaries shall be permitted to have from time to time local depository accounts maintained with financial institutions other than JPMorgan or JPMorgan Canada, as applicable, for local remittances, payroll, trust and escrow services of the applicable Borrower and its respective Subsidiaries in the ordinary course of business, with not more than $500,000 in the aggregate being permitted to be held in all such local depository or remittance accounts at any one time, provided in each case all such accounts remain subject to a Tri-Party Agreement and which such permitted amounts in such accounts shall not be subject to periodic sweeps to a controlled disbursement account with the Applicable Collateral Agent unless an Event of Default then exists. (e) As long as the procedures implemented under Section 6.15(b) above are in effect and are continuing, and except as otherwise permitted under Section 6.15(d) above, each the Borrower and its respective Subsidiaries shall cause all payments, if any, received by such the Borrower or any of its Subsidiaries on account of Accounts which are not forwarded directly to the above-described lockbox(es) or accounts (whether in the form of cash, checks, notes, drafts, bills of exchanges, money orders or otherwise) to be promptly deposited in the form received (but with any endorsements of such the Borrower or its the applicable Subsidiary necessary for deposit or collection) in the account or accounts designated by the Applicable Collateral Agent in accordance with the provisions of Section 6.15(a) above.

Cash Dominion; Collection and Application of Accounts. (a) At the applicable Borrower’s own cost and expense, arrange (and cause each of its Subsidiaries to arrange) for remittances on all Accounts to be made (i) directly to one or more lockboxes designated by the Applicable Collateral Agent under the terms of the applicable Lockbox Agreement, or (ii) in such other manner as the Administrative Agent may direct. Unless the procedures discussed in Section 6.15(b) below are then in effect, and in any event, at all times that no Revolving Loans and Letter of Credit Exposure Amount are Agreement Debt is outstanding, (1) the proceeds of all Accounts collected through such lockboxes or any other manner shall not be required to be remitted to the Applicable Collateral Agent for application to the applicable Revolving Loans Credit Agreement Debt and for other disbursements approved by the Applicable Collateral Agent as set forth in Section 6.15(b) below, but instead shall be available for unrestricted use by the applicable Borrower (or its respective Subsidiary)Borrower, subject to the other terms of this Agreement (including without limitation, the negative covenants of Article 7), so long as any collected cash proceeds not applied against the applicable Obligations Revolving Credit Agreement Debt or otherwise utilized as permitted hereby, remain pledged as Collateral hereunder (i.e., invested as Permitted Investment Securities or held in JPMorgan or JPMorgan CanadaChase Bank, as applicable, N.A. deposit accounts or other accounts covered by a Tri-Party Agreement) and (2) the Applicable Collateral Agent shall not cause any funds then available in any deposit account covered by any Tri-Party Agreement evidencing control for purposes of perfection of such the Collateral Agent’s Lien (as opposed to facilitating the collection of Accounts) to be transferred or paid to the Applicable Collateral Agent for any purpose. (b) If (i) a Default or Event of Default shall occur, (ii) average Aggregate Availability (under and as defined in the Revolving Credit Agreement) during any consecutive thirty (30) day period shall be less than $20,000,000, or (iii) Aggregate Availability (under and as defined in the Revolving Credit Agreement) shall be less than $15,000,000 at any time, then all remittances on all Accounts processed through the lockboxes and received by the Applicable Collateral Agent in accordance with Section 6.15(a) shall at all times thereafter be promptly deposited in one or more controlled disbursement or other accounts designated by the Applicable Collateral Agent, subject to withdrawal by the Applicable Collateral Agent only, as hereinafter provided and in connection therewith, the Applicable Collateral Agent and JPMorgan or JPMorgan Canada, as applicable, Chase Bank N.A. are irrevocably authorized to cause all remittances on all Accounts received by the Applicable Collateral Agent or JPMorgan or JPMorgan Canada, as applicable, Chase Bank N.A. from whatever means, whether pursuant to the applicable Lockbox Agreement, any Tri-Party Agreement or otherwise, to be promptly deposited in such account or accounts designated by the Applicable Collateral Agent. All remittances and payments that are deposited and received by any Applicable the Collateral Agent in accordance with the foregoing provisions of this Section 6.15(b) will be applied by such the Collateral Agent on the same day received (or on the next Business Day in the case of remittances and payments received after 11:00 a.m.) to reduce the outstanding balance of the applicable Revolving LoansCredit Agreement Debt, subject to the continued accrual of interest for one (1) Business Day (or two Business Days in the case of remittances and payments received after 11:00 a.m.) on the applicable Revolving Loan Credit Agreement Debt balances paid by such remittances and payments and in any event subject to final collection in cash of the item deposited. (c) Once the procedures described in Section 6.15(b) above are implemented in accordance with the terms thereof, such procedures shall continue in effect at all times thereafter unless and until (i) the applicable Default or Event of Default shall have been cured to the satisfaction of the Agent, or (ii) average Aggregate Availability (under and as defined in the Revolving Credit Agreement) during any subsequent thirty (30) day consecutive day period is greater than $30,000,000, as the case may be. (d) Notwithstanding any provision to the contrary in this Section 6.15, neither the Borrower nor any of and its respective Subsidiaries shall be permitted to have from time to time local depository accounts maintained with financial institutions other than JPMorgan or JPMorgan CanadaChase Bank, as applicable, N.A. for local remittances, payroll, trust and escrow services of the applicable Borrower and its respective Subsidiaries in the ordinary course of business, with not more than $500,000 in the aggregate being permitted to be held in all such local depository or remittance accounts at any one time, provided in each case all such accounts remain subject to a Tri-Party Agreement and which such permitted amounts in such accounts shall not be subject to periodic sweeps to a controlled disbursement account with the Applicable Collateral Agent unless an Event of Default then exists. (e) As long as the procedures implemented under Section 6.15(b) above are in effect and are continuing, and except as otherwise permitted under Section 6.15(d) above, each the Borrower and its respective Subsidiaries shall cause all payments, if any, received by such the Borrower or any of its Subsidiaries on account of Accounts which are not forwarded directly to the above-described lockbox(es) or accounts (whether in the form of cash, checks, notes, drafts, bills of exchanges, money orders or otherwise) to be promptly deposited in the form received (but with any endorsements of such the Borrower or its the applicable Subsidiary necessary for deposit or collection) in the account or accounts designated by the Applicable Collateral Agent in accordance with the provisions of Section 6.15(a) above.