Common use of Collateral Proceeds Clause in Contracts

Collateral Proceeds. Each of the Borrowers agrees to make from time to time such arrangements as shall be necessary or appropriate to ensure (through the use of a blocked account or lockbox under the sole control of the Agent) that all proceeds of the Collateral are deposited (in the same form as received) in one or more remittance accounts maintained with and under the control of the Agent, each such account to constitute a special restricted account. Any proceeds of Collateral received by any Obligor shall, while held by such Obligor, be held in trust for the Agent in the same form in which received, shall not be commingled with any assets of such Obligor, and shall be delivered immediately to the Agent (together with any necessary endorsements thereto) for deposit into such account. The Borrower and each of the Obligors acknowledges that all funds in such accounts are, unless they become the property of the Agent pursuant to any agreement with the Agent, held in trust for the Agent, and that, to the extent of any interest of the Obligors therein, the Agent has been granted or will be granted a Lien on such accounts and all funds contained therein to secure the Obligations. No amounts deposited in such accounts shall be released to the Obligors, but shall instead be applied to, or otherwise held for application to, or as collateral security for, the outstanding Obligations and (to the extent so provided in any other Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Obligors to the Agent and the Lenders under or in connection with the Documents, it being understood and agreed that, notwithstanding such application, the Borrower shall have the right to obtain additional Advances under this Agreement subject to the terms and conditions hereof. Notwithstanding the foregoing and for greater certainty, provided that no Default or Event of Default has occurred and is continuing and provided that a minimum Excess Availability of US$15,000,000 (or such other increased amount as may be required by the Agent upon the Borrowers exercise of the accordion feature set out in Section 3.21 hereof) is maintained at all times, the relevant depository banks, namely BMO and Xxxxxx, xxxx, in respect of the bank accounts maintained by the Borrowers and/or the Obligors, as applicable, with such depository banks for purposes of this Agreement, comply with the transfer, withdrawal and disbursement instructions of the Borrowers and/or the Obligors, as applicable. If at any time Excess Availability falls below US$15,000,000 (or such other increased amount as may be required by the Agent upon the Borrowers exercise of the accordion feature set out in Section 3.21 hereof) or if at any time a Default or an Event of Default occurs and is continuing, then the Borrowers and the applicable Obligors hereby waive the authority, and shall not have any authority, to withdraw any amounts from, to draw upon or otherwise exercise any authority or powers with respect to such bank accounts and such bank accounts and all amounts held therein shall be under the sole dominion and control of the Agent. Any such increase in the amount of the Excess Availability required by the Agent upon the Borrower’s exercise of such accordion right shall be proportionate to the proportionate increase in the principal amount of the Credit Facilities due to the exercise of such accordion right.

Collateral Proceeds. Each of the Borrowers agrees to make from time to time such arrangements as shall be necessary or appropriate to ensure (through the use of a blocked account or lockbox under the sole control of the Agent) that all proceeds of the Collateral are deposited (in the same form as received) in one or more remittance accounts maintained with and under the control of the Agent, each such account to constitute a special restricted account. Any proceeds of Collateral received by any Obligor shall, while held by such Obligor, be held in trust for the Agent in the same form in which received, shall not be commingled with any assets of such Obligor, and shall be delivered immediately to the Agent (together with any necessary endorsements thereto) for deposit into such account. The Borrower and each of the Obligors acknowledges that all funds in such accounts are, unless they become the property of the Agent pursuant to any agreement with the Agent, held in trust for the Agent, and that, to the extent of any interest of the Obligors therein, the Agent has been granted or will be granted a Lien on such accounts and all funds contained therein to secure the Obligations. No amounts deposited in such accounts shall be released to the Obligors, but shall instead be applied to, or otherwise held for application to, or as collateral security for, the outstanding Obligations and (to the extent so provided in any other Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Obligors to the Agent and the Lenders under or in connection with the Documents, it being understood and agreed that, notwithstanding such application, the Borrower shall have the right to obtain additional Advances under this Agreement subject to the terms and conditions hereof. Notwithstanding the foregoing and for greater certainty, provided that no Default or Event of Default has occurred and is continuing and provided that a minimum Excess Availability of US$15,000,000 (or such other increased amount as may be required by the Agent upon the Borrowers exercise of the accordion feature set out in Section 3.21 hereof) is maintained at all times, the relevant depository banks, namely BMO and Xxxxxx, xxxx, in respect of the bank accounts maintained by the Borrowers and/or the Obligors, as applicable, with such depository banks for purposes of this Agreement, comply with the transfer, withdrawal and disbursement instructions of the Borrowers and/or the Obligors, as applicableBorrowers. If at any time Excess Availability falls below US$15,000,000 (or such other increased amount as may be required by the Agent upon the Borrowers exercise of the accordion feature set out in Section 3.21 hereof) or if at any time a Default or an Event of Default occurs and is continuing, then the Borrowers and the applicable Obligors hereby waive the authority, and shall not have any authority, to withdraw any amounts from, to draw upon or otherwise exercise any authority or powers with respect to such bank accounts and such bank accounts and all amounts held therein shall be under the sole dominion and control of the Agent. Any such increase in the amount of the Excess Availability required by the Agent upon the Borrower’s exercise of such accordion right shall be proportionate to the proportionate increase in the principal amount of the Credit Facilities due to the exercise of such accordion right.

Collateral Proceeds. Each of the Borrowers agrees to make from time to time such arrangements as shall be necessary or appropriate to ensure (through the use of a blocked account or lockbox under the sole control of the Agent) that all proceeds of the Collateral are deposited (in the same form as received) in one or more remittance accounts maintained with and under the control of the Agent, each such account to constitute a special restricted account. Any proceeds of Collateral received by any Obligor shall, while held by such Obligor, be held in trust for the Agent in the same form in which received, shall not be commingled with any assets of such Obligor, and shall be delivered immediately to the Agent (together with any necessary endorsements thereto) for deposit into such account. The Borrower and each of the Obligors acknowledges that all funds in such accounts are, unless they become the property of the Agent pursuant to any agreement with the Agent, held in trust for the Agent, and that, to the extent of any interest of the Obligors therein, the Agent has been granted or will be granted a Lien on such accounts and all funds contained therein to secure the Obligations. No amounts deposited in such accounts shall be released to the Obligors, but shall instead be applied to, or otherwise held for application to, or as collateral security for, the outstanding Obligations and (to the extent so provided in any other Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Obligors to the Agent and the Lenders under or in connection with the Documents, it being understood and agreed that, notwithstanding such application, the Borrower shall have the right to obtain additional Advances under this Agreement subject to the terms and conditions hereof. Notwithstanding the foregoing and for greater certainty, provided that no Default or Event of Default has occurred and is continuing and provided that a minimum Excess Availability of US$15,000,000 (or such other increased amount as may be required by the Agent upon the Borrowers exercise of the accordion feature set out in Section 3.21 hereof) is maintained at all times, the relevant depository banks, namely BMO and Xxxxxx, xxxx, in respect of the bank accounts maintained by the Borrowers and/or the Obligors, as applicable, with such depository banks for purposes of this Agreement, comply with the transfer, withdrawal and disbursement instructions of the Borrowers and/or the Obligors, as applicable. If at any time Excess Availability falls below US$15,000,000 (or such other increased amount as may be required by the Agent upon the Borrowers exercise of the accordion feature set out in Section 3.21 hereof) or if at any time a Default or an Event of Default occurs and is continuing, then the Borrowers and the applicable Obligors hereby waive the authority, and shall not have any authority, to withdraw any amounts from, to draw upon or otherwise exercise any authority or powers with respect to such bank accounts and such bank accounts and all amounts held therein shall be under the sole dominion and control of the Agent. Any such increase in the amount of the Excess Availability required by the Agent upon the Borrower’s exercise of such accordion right shall be proportionate to the proportionate increase in the principal amount of the Credit Facilities due to the exercise of such accordion right.

Collateral Proceeds. Each of the Borrowers The Borrower agrees to make from time make, and to time cause each other Designated Company to make, such arrangements as shall be necessary or appropriate to ensure assure (through the use of a blocked account one or lockbox more lockboxes under the sole control of the Administrative Agent) that all proceeds of the Collateral are deposited (in the same form as received) in one or more remittance accounts maintained with and or otherwise under the control of the Administrative Agent, for the ratable benefit of the Lenders, all of which are maintained with the Administrative Agent (each such account to constitute a special restricted accountaccount maintained with the Administrative Agent to be referred to herein as a "Concentration Account"). Any proceeds of Collateral received by any Obligor shall, while Designated Company shall be held by such Obligor, be held Designated Company in trust for the Administrative Agent and the Lenders in the same form in which received, shall not be commingled with any assets of such Obligorany Designated Company, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into such accounta Concentration Account. The Borrower acknowledges (on behalf of itself and each of the Obligors acknowledges other Designated Companies) that all funds in such accounts are, unless they become the property of the Administrative Agent pursuant to any agreement with the Agent, held in trust for the Agent, has (and that, is hereby granted to the extent of any interest of the Obligors therein, the Agent has been granted or will be granted it does not already have) a Lien on such accounts each Concentration Account and all funds contained therein to secure the Obligations, for the ratable benefit of the Lenders. No amounts deposited in such accounts any Concentration Account shall be released to the ObligorsBorrower, but shall instead be applied to, or otherwise held for application to, or as collateral security for, the outstanding Obligations and (to the extent so provided and as set forth in any other Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Obligors to the Agent and the Lenders under or in connection with the DocumentsSection 3.1 hereof, it being understood and agreed thatthat the Borrower, notwithstanding such application, the Borrower shall have the right to obtain additional Advances Revolving Loans and Letters of Credit under this Agreement subject to the terms and conditions hereof. Notwithstanding the foregoing and for greater certainty, provided that no Default or Event of Default has occurred and is continuing and provided that a minimum Excess Availability of US$15,000,000 (or such other increased amount as may be required by the Agent upon the Borrowers exercise of the accordion feature set out in Section 3.21 hereof) is maintained at all times, the relevant depository banks, namely BMO and Xxxxxx, xxxx, in respect of the bank accounts maintained by the Borrowers and/or the Obligors, as applicable, with such depository banks for purposes of this Agreement, comply with the transfer, withdrawal and disbursement instructions of the Borrowers and/or the Obligors, as applicable. If at any time Excess Availability falls below US$15,000,000 (or such other increased amount as may be required by the Agent upon the Borrowers exercise of the accordion feature set out in Section 3.21 hereof) or if at any time a Default or an Event of Default occurs and is continuing, then the Borrowers and the applicable Obligors hereby waive the authority, and shall not have any authority, to withdraw any amounts from, to draw upon or otherwise exercise any authority or powers with respect to such bank accounts and such bank accounts and all amounts held therein shall be under the sole dominion and control of the Agent. Any such increase in the amount of the Excess Availability required by the Agent upon the Borrower’s exercise of such accordion right shall be proportionate to the proportionate increase in the principal amount of the Credit Facilities due to the exercise of such accordion right.