Common use of Collateral Proceeds Clause in Contracts

Collateral Proceeds. The Borrower agrees to make, and to cause each of its Subsidiaries to make, such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availability. Any proceeds of A Collateral received by the Borrower or any of its Subsidiaries shall be held by the Borrower or such Subsidiary in trust for the Administrative Agent and the Banks in the same form in which received, shall not be commingled with any assets of the Borrower or its Subsidiaries, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Concentration Account. The Borrower, for itself and its Subsidiaries, acknowledges that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien and security interest on the Blocked Accounts and Concentration Account and all funds contained therein for the ratable benefit of the Banks to secure the Obligations of the Borrower and its Subsidiaries specified in the A Security Documents. No amounts deposited in the Blocked Accounts or Concentration Account shall be released to the Borrower or any Subsidiary, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations of the Borrower and its Subsidiaries specified in the A Security Documents as set forth in Section 3 hereof, it being understood and agreed that the Borrower notwithstanding such application shall have the right to obtain additional Loans and L/Cs under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. The Borrower agrees to make, and to cause each of its Subsidiaries to make, such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availability. Any proceeds of A Collateral received by the Borrower or any of its Subsidiaries shall be held by the Borrower or such Subsidiary in trust for the Administrative Agent and the Banks in the same form in which received, shall not be commingled with any assets of the Borrower or its Subsidiaries, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Concentration Account. The Borrower, for itself and its Subsidiaries, acknowledges that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien and security interest on the Blocked Accounts and Concentration Account and all funds contained therein for the ratable benefit of the Banks to secure the Obligations of the Borrower and its Subsidiaries specified in the A Security Documents. No amounts deposited in the Blocked Accounts or Concentration Account shall be released to the Borrower or any Subsidiary, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations of the Borrower and its Subsidiaries specified in the A Security Documents as set forth in Section 3 hereof, it being understood and agreed that the Borrower notwithstanding such application shall have the right to obtain additional Loans and L/Cs under this Agreement subject to the terms and conditions hereof."

Collateral Proceeds. The Borrower Company agrees to make, and to cause each of its Subsidiaries to make, make such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes lock boxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such 30 account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availability. Any proceeds of A Collateral received by the Borrower or any of its Subsidiaries Company shall be held by the Borrower or such Subsidiary Company in trust for the Administrative Agent and the Banks Lenders in the same form in which received, shall not be commingled with any assets of the Borrower or its SubsidiariesCompany, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Concentration Account. The Borrower, for itself and its Subsidiaries, Company acknowledges that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien and security interest Lien on the Blocked Accounts and Concentration Account Accounts and all funds contained therein for the ratable benefit of the Banks Lenders to secure the Obligations of the Borrower and its Subsidiaries specified in the A Security DocumentsObligations. No amounts deposited in the Blocked Accounts or Concentration Account Accounts shall be released to the Borrower or any SubsidiaryCompany, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations of the Borrower and its Subsidiaries specified in the A Security Documents as set forth in Section 3 hereof, it being understood and agreed that the Borrower Company notwithstanding such application shall have the right to obtain additional Loans and L/Cs Letters of Credit under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. The Each Borrower shall make such arrangements as shall be necessary or appropriate in the Lender’s opinion to ensure, subject to the Intercreditor Agreement, that all proceeds of the Collateral are promptly paid into the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable; and until so remitted, such proceeds shall, subject to the Intercreditor Agreement, be deemed to be held in trust for the Lender until deposited into the Blocked Account or the Collection Accounts and without limiting the foregoing, each Borrower and each other Credit Party agrees to make, and to cause each of its Subsidiaries to make, make such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts or the Collection Accounts to constitute collected funds be dealt with in accordance with its customary practices regarding funds availabilitythe Lockbox Agreement and the Blocked Account Agreements, as applicable. Any proceeds of A Collateral received by the Borrower or any of its Subsidiaries Credit Party shall be held by the Borrower or such Subsidiary in trust for the Administrative Agent and Lender until deposited into the Banks Blocked Account or the Collection Accounts in the same form in which received, shall not be commingled with any assets of such Credit Party, and, subject to the Borrower or its SubsidiariesIntercreditor Agreement, and shall be delivered deposited immediately to the Administrative Agent (together Blocked Account or the Collection Accounts to be dealt with any necessary endorsements thereto) for deposit into in accordance with the Concentration AccountLockbox Agreement and the Blocked Account Agreement, as applicable. The Each Borrower, for itself and its Subsidiarieseach of the other Credit Parties, acknowledges that all funds in the Administrative Agent Blocked Account and the Collection Accounts are to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable, and that, to the extent of any interest of the Credit Parties therein, the Lender, subject to the Intercreditor Agreement, has (and is hereby granted to the extent it does not already have) a lien and security interest Lien on the Blocked Accounts and Concentration Account such accounts and all funds contained therein for the ratable benefit of the Banks to secure the Obligations Obligations. Notwithstanding the foregoing and for greater certainty, prior to the occurrence of an Event of Default and in circumstances where there is sufficient Borrowing Base to support the Accommodations Outstanding, all funds in the Blocked Account and the Collection Accounts shall be transferred to accounts controlled by the Borrower in accordance with the Lockbox Agreement and its Subsidiaries specified the Blocked Account Agreement, as applicable. Upon the occurrence of an Event of Default or in circumstances where there is not a sufficient Borrowing Base to support the A Security Documents. No Accommodations Outstanding, no amounts deposited in the Blocked Accounts or Concentration Account and the Collection Accounts shall be released to the Borrower or any SubsidiaryCredit Parties, but shall shall, subject to the Intercreditor Agreement, instead be applied to, or otherwise held for application to, or as collateral security Security for, the outstanding Obligations (but in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, only to the extent required to reduce the Accommodations Outstanding to the Borrowing Base) and (to the extent so provided in any other Credit Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Borrower and its Subsidiaries specified in Credit Parties to the A Security Documents as set forth in Section 3 hereofLender, it being understood and agreed that the Borrower notwithstanding such application shall have the right to obtain additional Loans and L/Cs under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. The Each Borrower agrees to make, and to cause each of its Subsidiaries other Credit Party to make, such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes or other similar accounts under the sole control of the Administrative Agent) that all proceeds of the A First Priority Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains or otherwise under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank all of which, other than the Xxxxx Account, are maintained with the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the (each special restricted account maintained with the Administrative Agent to be referred to herein as the "a “Concentration Account"”). Each commercial bank at which a Blocked The Xxxxx Account is may be maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to by Crown, but shall be placed under the control of the Administrative Agent that funds deposited in such Blocked Account represent proceeds of within 60 days after the A CollateralClosing Date. For purposes hereof, that such commercial bank agrees to hold such funds as “control by the Administrative Agent's bailee subject ” shall mean control under the applicable agreements covering such lockboxes and other accounts sufficient to reflect the Administrative Agent's direction ’s Lien on such lockboxes and control other accounts (and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availabilitycontained therein). Any proceeds of A such Collateral received by the any Borrower or and any of its Subsidiaries other Credit Party shall be held by the such Borrower or such Subsidiary other Credit Party in trust for the Administrative Agent and the Banks Lenders in the same form in which received, shall not be commingled with any assets of the such Borrower or its Subsidiariessuch other Credit Party, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into a Concentration Account, or, in the case of proceeds received by Crown, the Xxxxx Account. Prior to the establishment of control by the Administrative Agent of the Xxxxx Account, Crown will promptly (and in any event within 3 Business Days), cause all funds in the Xxxxx Account to be transferred to a Concentration Account at any time that funds in the Xxxxx Account exceed $50,000. The control agreement relating to the Xxxxx Account shall provide that (i) absent an Event of Default, at any time that funds in the Xxxxx Account exceed $50,000, all funds then contained in the Xxxxx Account shall be immediately wire transferred to a Concentration Account and (ii) during the continuance of an Event of Default, all funds in the Xxxxx Account shall be wire transferred at the end of each Business Day to a Concentration Account. The Borrower, for itself Borrowers acknowledge (on behalf of themselves and its Subsidiaries, acknowledges additional Credit Parties) that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien Lien on each Concentration Account and security interest on the Blocked Accounts and Concentration Xxxxx Account and all funds contained therein for the ratable benefit of the Banks to secure the Obligations of the Borrower and its Subsidiaries specified in the A Security DocumentsObligations. No amounts deposited in the Blocked Accounts or any Concentration Account shall be released to the Borrower or any SubsidiaryBorrowers, but shall instead be applied totreated as a payment hereunder and shall be applied, or otherwise held as collateral security foron a daily basis, to the outstanding Obligations of to the Borrower extent and its Subsidiaries specified in the A Security Documents as set forth in Section 3 3.1 hereof, it being understood and agreed that the Borrower Borrowers, notwithstanding such application application, shall have the right to obtain additional Revolving Loans and L/Cs Letters of Credit under this Agreement subject to the terms and conditions hereof. If at any time after the application of such amounts to the Obligations as set forth in Section 3.1, any additional amounts remain, (a) if no Event of Default is then in existence, such additional amounts shall be promptly transferred to an interest-bearing investment account at the Administrative Agent or other investment or other account specified by the Borrower Representative (including without limitation any Borrower’s operating account) or (b) if an Event of Default is then in existence, such additional amounts shall be held as cash Collateral for the Letters of Credit (in the amount of 105% of the face amount of the outstanding Letters of Credit) other than the Cash Collateralized Letters of Credit and any excess amount shall be promptly transferred to an interest-bearing investment account at the Administrative Agent or other investment or other account specified by the Borrower Representative (including without limitation any Borrower’s operating account). Any such account, other than an operating account or an Excluded Account, shall be subject to a control agreement in favor of the Administrative Agent. Notwithstanding the foregoing, (1) the Borrowers need not have completed the process of instructing all of their Account Debtors (other than the Account Debtors of Crown who make payment to the Xxxxx Account) to make payments through the aforementioned lockboxes until 30 days after the Closing Date, (2) the Borrowers need not have completed control agreements for their existing deposit accounts located at the Administrative Agent until 30 days after the Closing Date and (3) the Borrowers need not execute and deliver a control agreement in favor of the Administrative Agent with respect to any Excluded Account.

Collateral Proceeds. The Each Borrower shall make such arrangements as shall be necessary or appropriate in the Lender’s opinion to ensure, subject to the Intercreditor Agreement, that all proceeds of the Collateral are promptly paid into the Blocked Account to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable; and until so remitted, such proceeds shall, subject to the Intercreditor Agreement, be deemed to be held in trust for the Lender until deposited into the Blocked Account and without limiting the foregoing, each Borrower and each other Credit Party agrees to make, and to cause each of its Subsidiaries to make, make such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and when such commercial bank deems such amounts to constitute collected funds be dealt with in accordance with its customary practices regarding funds availabilitythe Lockbox Agreement and the Blocked Account Agreements, as applicable. Any proceeds of A Collateral received by the Borrower or any of its Subsidiaries Credit Party shall be held by the Borrower or such Subsidiary in trust for the Administrative Agent and Lender until deposited into the Banks Blocked Account in the same form in which received, shall not be commingled with any assets of such Credit Party, and, subject to the Borrower or its SubsidiariesIntercreditor Agreement, and shall be delivered deposited immediately to the Administrative Agent (together Blocked Account to be dealt with any necessary endorsements thereto) for deposit into in accordance with the Concentration AccountLockbox Agreement and the Blocked Account Agreement, as applicable. The Each Borrower, for itself and its Subsidiarieseach of the other Credit Parties, acknowledges that all funds in the Administrative Agent Blocked Account and the Collection Accounts are to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable, and that, to the extent of any interest of the Credit Parties therein, the Lender, subject to the Intercreditor Agreement, has (and is hereby granted to the extent it does not already have) a lien and security interest Lien on the Blocked Accounts and Concentration Account such accounts and all funds contained therein for the ratable benefit of the Banks to secure the Obligations Obligations. Notwithstanding the foregoing and for greater certainty, prior to the occurrence of an Event of Default and in circumstances where there is sufficient Borrowing Base to support the Borrower and its Subsidiaries specified Accommodations Outstanding, all funds in the A Security DocumentsBlocked Account shall be transferred to accounts controlled by a Borrower in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable. No Upon the occurrence of an Event of Default or in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, no amounts deposited in the Blocked Accounts or Concentration Account the Collection Accounts shall be released to the Borrower or any SubsidiaryCredit Parties, but shall shall, subject to the Intercreditor Agreement, instead be applied to, or otherwise held for application to, or as collateral security for, the outstanding Obligations (but in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, only to the extent required to reduce the Accommodations Outstanding to the Borrowing Base) and (to the extent so provided in any other Credit Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Borrower and its Subsidiaries specified in Credit Parties to the A Security Documents as set forth in Section 3 hereofLender, it being understood and agreed that the Borrower Borrowers notwithstanding such application shall have the right to obtain additional Loans and L/Cs under this Agreement subject to the terms and conditions hereof.