Common use of Collection Account Arrangements Clause in Contracts

Collection Account Arrangements. (a) On or before the Closing Date, the Seller shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the Administrator. Upon the occurrence and during the continuation of a Termination Event, the Administrator may (with the consent of the Majority Purchaser Agents) or shall (upon the direction of the Majority Purchaser Agents) at any time thereafter give notice to each Collection Account Bank that the Administrator is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrator (for the benefit of the Purchasers) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Collection Account, and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator may elect to have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Collection Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Collection Account Arrangements. (a) On or before Prior to the Closing Date, the Seller Borrower shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each Account Control Agreement to the AdministratorAdministrative Agent. Upon the occurrence and during the continuation continuance of an Event of Default or the date that is five (5) Business Days prior to the date on which any Account Control Agreement will be terminated in accordance with a Termination Eventnotice delivered to the Administrative Agent by any Collection Account Bank per the terms of such Account Control Agreement, the Administrator Administrative Agent may (with the consent of the Majority Purchaser AgentsLC Bank) or and shall (upon the direction of the Majority Purchaser AgentsLC Bank) at any time thereafter give notice to each Collection Account Bank that the Administrator Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrator Administrative Agent (for the benefit of the PurchasersSecured Parties) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the AdministratorAdministrative Agent’s instructions rather than deposited in the applicable Collection Account, and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Seller Borrower hereby agrees that if the Administrator Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrator may elect to Administrative Agent shall have exclusive control (for the benefit of the PurchasersSecured Parties) of the proceeds (including Collections) of all Pool Receivables and the Seller Borrower hereby further agrees to take any other action that the Administrator or any Purchaser Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Collection Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder)Administrative Agent.

Collection Account Arrangements. (a) On or before the Closing Date, the Seller shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the Administrator; provided, however, that, notwithstanding anything to the contrary herein or in the Sale Agreement with respect to any Pool Receivables the Originator thereof is Avantor, Inc. or NuSil Technology LLC, amounts receivable from Obligors of such Pool Receivables may be directed and paid to such Originator or into one or more lock-boxes or other deposit accounts held in the name of such Originator, as applicable (each, an “Originator Account”) (it being understood that (1) such Person shall agree to hold any such funds and any funds on deposit in such Originator Account in trust for the benefit of the Seller and its assigns, (2) any funds received by such Originator directly or in such Originator Account shall be required to be remitted to a Collection Account in the name of the Seller at PNC Bank, National Association within two (2) Business Days of identification thereof, and (3) such funds shall be applied pursuant to this Agreement and the Sale Agreement as if such funds were remitted to a Collection Account) and, in each case, subject to the conditions that (i) the Seller or such Originator shall have established a Collection Account with respect to such Originator in the name of the Seller no later than December 22, 2017 and (ii) the Seller shall have entered into and delivered to the Administrator, no later than December 22, 2017, executed counterparts of the Account Control Agreements with the Collection Account Banks holding or maintaining the Collection Accounts to which payments on such Pool Receivables with respect to such Originator are remitted. Upon the occurrence and during the continuation of a Termination Event, the Administrator may (with the consent of the Majority Purchaser Agents) or shall (upon the direction of the Majority Purchaser Agents) at any time thereafter give notice to each Collection Account Bank that the Administrator is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrator (for the benefit of the Purchasers) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Collection Account, and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator may elect to have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Collection Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).

Collection Account Arrangements. (a) On or before Prior to the Closing Date, the Seller shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the AdministratorAdministrative Agent. Upon the occurrence and during the continuation continuance of a Termination EventPotential Default or Event of Default, the Administrator Administrative Agent may (with the consent of the Majority Purchaser AgentsRequired Purchasers) or and shall (upon the direction of the Majority Purchaser AgentsRequired Purchasers) at any time thereafter give notice to each Collection Account Bank that the Administrator Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership dominion and control of the Collection Accounts transferred to the Administrator Administrative Agent (for the benefit of the PurchasersSecured Parties) and to exercise exclusive dominion and control over the funds deposited thereintherein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the AdministratorAdministrative Agent’s instructions rather than deposited in the applicable Collection Account, Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement; provided, that unless an Event of Default shall have occurred and be continuing, (x) the Administrative Agent shall give the Seller five (5) Business Days’ prior written notice of its intention to take exclusive control of the Collection Accounts before the Seller’s access to any Collection Account shall be terminated and be available to discuss with the Servicer or its designee(s) during such five (5) Business Day period and prior to taking exclusive control and (y) any funds received in the Collection Account shall be swept daily (or as soon as otherwise practicable) to Cash Dominion Administration Account (or, if not yet established, such other deposit account designated by the Administrative Agent). The Seller hereby agrees that if the Administrator Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrator may elect to Administrative Agent shall have exclusive control (for the benefit of the PurchasersSecured Parties) of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator or any Purchaser Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the AdministratorAdministrative Agent. The parties hereto hereby acknowledge that if at any time Prior to giving notice exercising its rights under the Administrator takes control of any Collection AccountAccount Control Agreements, the Administrator Administrative Agent shall not have any rights use reasonable efforts to arrange a call with the funds therein in excess of the unpaid amounts due to the Administrator, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, Seller and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I communicate its intent. (in each case as if such funds were held by the Servicer thereunderb).

Collection Account Arrangements. (a) On or before prior to the Closing Date, the Seller Borrower shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the AdministratorAdministrative Agent. (i) Upon the occurrence and during the continuation continuance of an Event of Default, (ii) at the election of the Borrower or (iii) to the extent the Borrower fails to satisfy any Margin Deficit due to the applicability of a Termination EventSupplemental Reserve within one (1) Business Day, the Administrator Administrative Agent may (with the consent of the Majority Purchaser AgentsLender) or and shall (upon the direction of the Majority Purchaser AgentsLender) at any time thereafter give notice to each Collection Account Bank that the Administrator Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrator Administrative Agent (for the benefit of the PurchasersSecured Parties) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the AdministratorAdministrative Agent’s instructions rather than deposited in the applicable Collection Account, Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Seller Borrower hereby agrees that if the Administrator Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrator may elect to Administrative Agent shall have exclusive control (for the benefit of the PurchasersSecured Parties) of the proceeds (including Collections) of all Pool Receivables and the Seller Borrower hereby further agrees to take any other action that the Administrator or any Purchaser Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Collection Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder)Administrative Agent.

Collection Account Arrangements. (a) On or before Prior to the Closing Date, the Seller shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the AdministratorAdministrative Agent. Upon On or following the Termination Date, or upon the occurrence and during the continuation continuance of a Termination Eventan Event of Termination, in either case, the Administrator Administrative Agent may (with the consent of the Majority Purchaser AgentsPurchasers) or and shall (upon the direction of the Majority Purchaser AgentsPurchasers) at any time thereafter give notice to each Collection Account Bank that the Administrator Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership dominion and control of the Collection Accounts transferred to the Administrator Administrative Agent (for the benefit of the PurchasersSecured Parties) and to exercise exclusive dominion and control over the funds deposited thereintherein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the AdministratorAdministrative Agent’s instructions rather than deposited in the applicable Collection Account, Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement. Additionally, at all times during the Consent Period, the Administrative Agent shall have the right to (a) have exclusive dominion and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein (for the benefit of the Secured Parties) and (b) to take any or all other actions permitted under the applicable Account Control Agreement. The Seller hereby agrees that if the Administrator Administrative Agent at any time takes any action set forth in the preceding sentencetwo sentences, the Administrator may elect to Administrative Agent shall have exclusive control (for the benefit of the PurchasersSecured Parties) of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator or any Purchaser Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the AdministratorAdministrative Agent. The parties hereto hereby acknowledge that For the avoidance of doubt, if at any time the Administrator takes Administrative Agent has obtained exclusive dominion and control of any Collection Account, the Administrator shall not have then any rights to the funds therein in excess Collections of Pool Receivables and other proceeds from liquidation of the unpaid amounts due Support Assets that are received by the Administrative Agent shall continue to the Administrator, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunderbe applied pursuant to, and in the Administrator shall distribute order of priority set forth in, Section 3.01(a) or cause to be distributed such funds otherwise in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder8.03(b).

Collection Account Arrangements. (a) On or before the Closing Date, the The Seller shall have have, or shall cause the Pledgor to have, entered into Account Control Agreements with all of the applicable Collection Account Banks and delivered executed counterparts of each to the AdministratorAdministrative Agent except with respect to (i) each Excluded Collection Account, (ii) until the Pledgor is in compliance with Section 7.14 of the Pledgor Purchaser Assignment, the Pledgor Collection Account, and (iii) the TD Account; provided that in the event the Parent long-term credit rating is downgraded to below BB by S&P or Ba2 by Xxxxx’x, the Seller shall enter into an Account Control Agreement with respect to the TD Account within 30 days of the request of the Administrative Agent (or such greater amount of time agreed to by the Seller and the Administrative Agent). Upon the occurrence and during the continuation continuance of a Termination Eventan Event of Termination, the Administrator Administrative Agent may (with the consent of the Majority Purchaser Group Agents) or and shall (upon the direction of the Majority Purchaser Group Agents) at any time thereafter give notice to each Collection Account Bank that the Administrator Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrator Administrative Agent (for the benefit of the PurchasersSecured Parties) and to exercise exclusive dominion and control over the funds deposited thereintherein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the AdministratorAdministrative Agent’s instructions rather than deposited in the applicable Collection Account, Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Seller hereby agrees that if the Administrator Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrator may elect to Administrative Agent shall have exclusive control (for the benefit of the PurchasersSecured Parties) of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator or any Purchaser Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Collection Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder)Administrative Agent.

Collection Account Arrangements. (a) On or before the Closing Date, the Seller shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each to the Administrator. Upon the occurrence and during the continuation of a Termination Event, the Administrator may (with the consent of the Majority Purchaser Agents) or shall (upon the direction of the Majority Purchaser Agents) at any time thereafter give notice to each Collection Account Bank that the Administrator is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrator (for the benefit of the Purchasers) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Collection Account, and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator may elect to have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Collection Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).. (b) The Seller or the Servicer shall as soon as practicable (but in any event no later than December 31, 2020) cause all payments thereafter made by any Obligors on any Pool Receivables to, and all amounts then or thereafter on deposit in, a Collection Account (or related lock-box or post office box) at MUFG Union Bank, N.A. (as further identified on Schedule II to this Agreement) to be transferred to a Collection Account (or related lock-box or post office box) at PNC Bank, National Association. Section 4.4

Collection Account Arrangements. (a) On or before Prior to the Closing Date, the Seller Borrower shall have entered into Account Control Agreements with all of the Collection Account Banks and delivered executed counterparts of each Account Control Agreement to the AdministratorAdministrative Agent. Upon the occurrence and during the continuation continuance of an Event of Default or the date that is five (5) Business Days prior to the date on which any Account Control Agreement will be terminated in accordance with a Termination Eventnotice delivered to the Administrative Agent by any Collection Account Bank per the terms of such Account Control Agreement, the Administrator Administrative Agent may (with the consent of the Majority Purchaser AgentsLC Bank) or and shall (upon the direction of the Majority Purchaser AgentsLC Bank) at any time thereafter give notice to each Collection Account Bank that the Administrator Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accounts transferred to the Administrator Administrative Agent (for the benefit of the PurchasersSecured Parties) and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the AdministratorAdministrative Agent’s instructions rather than deposited in the applicable Collection Account, and (c) to take any or all other actions permitted under the applicable Account Control Agreement. The Seller Borrower hereby agrees that if the Administrator Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrator may elect to Administrative Agent shall have exclusive control (for the benefit of the PurchasersSecured Parties) of the proceeds (including Collections) of all Pool Receivables and the Seller Borrower hereby further agrees to take any other action that the Administrator or any Purchaser Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Collection Account, the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).sent

Collection Account Arrangements. (a) On or before Prior to the Closing Date, the Seller each SPV Entity shall have entered into Account Control Agreements with all of the a Collection Account Banks Bank, as applicable and delivered executed counterparts of each to the AdministratorAdministrative Agent. Upon the occurrence and during the continuation continuance of a Termination EventPotential Default or Event of Default, the Administrator Administrative Agent may (with the consent of the Majority Purchaser AgentsRequired Purchasers) or and shall (upon the direction of the Majority Purchaser AgentsRequired Purchasers) at any time thereafter give notice to each Collection Account Bank that the Administrator Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to have the exclusive ownership dominion and control of the Collection Accounts transferred to the Administrator Administrative Agent (for the benefit of the PurchasersSecured Parties) and to exercise exclusive dominion and control over the funds deposited thereintherein (for the benefit of the Secured Parties), (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrator103 Administrative Agent’s instructions rather than deposited in the applicable Collection Account, Account and (c) to take any or all other actions permitted under the applicable Account Control Agreement; provided, that unless an Event of Default shall have occurred and be continuing, (x) the Administrative Agent shall give such SPV Entity five (5) Business Days’ prior written notice of its intention to take exclusive control of the Collection Accounts before such SPV Entity’s access to any Collection Account shall be terminated and be available to discuss with the Servicers or their designee(s) during such five (5) Business Day period and prior to taking exclusive control and (y) any funds received in the Collection Account shall be swept daily (or as soon as otherwise practicable) to Cash Dominion Administration Account (or, if not yet established, such other deposit account designated by the Administrative Agent). The Seller Each SPV Entity hereby agrees that if the Administrator Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrator may elect to Administrative Agent shall have exclusive control (for the benefit of the PurchasersSecured Parties) of the proceeds (including Collections) of all Pool Receivables and the Seller each SPV Entity hereby further agrees to take any other action that the Administrator or any Purchaser Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller any SPV Entity or the Servicer Servicers thereafter shall be sent immediately to, or as otherwise instructed by, the AdministratorAdministrative Agent. The parties hereto hereby acknowledge that if at any time Prior to giving notice exercising its rights under the Administrator takes control of any Collection AccountAccount Control Agreements, the Administrator Administrative Agent shall not have any rights use reasonable efforts to arrange a call with the funds therein in excess of the unpaid amounts due to the Administrator, any member of any Purchaser Group, any Indemnified Party or Affected Person or any other Person hereunder, such SPV Entity and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder)communicate its intent.