Common use of Collection and Collateral Account Clause in Contracts

Collection and Collateral Account. There is hereby established with Secured Party a cash collateral account (the "Collateral Account") in the name and under the control of Secured Party into which there shall be deposited from time to time the cash proceeds of the Collateral (and of any other collateral under other Obligation Document) required to be delivered to Secured Party pursuant to the following subsections of this Section 4.1 or pursuant to any other provision of this Agreement or any other Obligation Document. Debtor and Secured Party shall deal with the Collateral Account as follows: (i) Concurrently with the execution hereof (or promptly thereafter), Debtor shall instruct all account debtors and other Persons obligated to make payments to Debtor on any Receivables, General Intangibles, Instruments, or other rights to payment included within the Collateral to make such payments either (A) directly to Secured Party, in which case Debtor shall instruct that such payments be remitted to a post office box ("Lockbox) which shall be in the name and under the control of Secured Party, or (B) if Secured Party agrees, to one or more banks acceptable to Secured Party, in which case Debtor shall instruct that such payments be remitted to a post office box in the name and under the control of such bank which is subject to the terms of a lockbox agreement in a form satisfactory to Agent, duly executed by Debtor and such bank, pursuant to which Debtor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to Secured Party for deposit into the Collateral Account or as Secured Party may otherwise instruct such bank. All such payments made to Secured Party shall be deposited in the Collateral Account. In addition to the foregoing, Debtor agrees that if the proceeds of any Collateral (including any payments with respect to which instructions have been given as provided above) shall be received by it, Debtor shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by Debtor for Secured Party and shall not be commingled with any other funds or property of Debtor, and Debtor will not adjust, settle or compromise the amount or payment of any such Receivable, General Intangible, Instrument, or other right to payment or release wholly or partly any account debtor or obligor thereof or allow any credit or discount thereon. (ii) As long as no Default or Event of Default has occurred or is continuing, amounts on deposit in the Collateral Account shall, upon receipt by Secured Party, be deposited by Secured Party in Borrower's operating account maintained with Secured Party. (iii) If a Default or an Event of Default has occurred or is continuing, Secured Party shall, at Secured Party's discretion, either (A) continue to hold the balance of the Collateral Account and all Liquid Investments as Collateral, or (B) apply any or all of the balance from time to time standing to the credit of the Collateral Account (subject to collection) as specified in Section 4.3 and liquidate any or all Liquid Investments and apply the proceeds thereof as specified in Section 4.3. (iv) Amounts on deposit in the Collateral Account pursuant to subsection (iii) shall either remain on deposit therein or be invested and re-invested from time to time in such Liquid Investments as Secured Party shall determine, which Liquid Investments shall be held in the name and be under the control of Secured Party in a securities account established by Secured Party with one of its Affiliates until liquidated and applied as provided in subsection (iii). Any income received by Secured Party with respect to the balance from time to time standing to the credit of the Collateral Account, including any interest on or proceeds of Liquid Investments, shall also remain, or be deposited, in the Collateral Account. All right, title and interest in and to the amounts on deposit from time to time in the Collateral Account, together with any Liquid Investments from time to time made pursuant to this section shall vest in Secured Party, shall constitute part of the Collateral hereunder, and shall not constitute payment of the Secured Obligations until applied thereto as herein provided. (v) As used in this section, "Liquid Investment" means any investment in the name of Secured Party (and, in the opinion of counsel to Secured Party, appropriately subject to a perfected security interest in favor of Secured Party) which matures within one month after it is acquired by Secured Party and is either (A) a certificate of deposit or time deposit issued by Secured Party or (B) an obligation entitled to the full faith and credit of the United States which is in book-entry form and subject to pledge under applicable state law and Treasury regulations.

Collection and Collateral Account. There is hereby established with Secured Party Upon the occurrence of an Event of Default, Lenders or Lenders Agent (at Lenders' direction), in Lenders' discretion, shall establish a cash collateral account (the "Collateral AccountCOLLATERAL ACCOUNT") in the name and under of Agent, for the control benefit of Secured Party Lenders, into which there shall be deposited from time to time the cash proceeds of received pursuant to the Collateral (and of any other collateral under other Obligation Document) required to be delivered to Secured Party Parties pursuant to the following subsections of this Section 4.1 or pursuant to any other provision of this Agreement or any other Obligation Document. Debtor and Secured Party Parties shall deal with the Collateral Account as follows: (i) Concurrently with the execution hereof (or promptly thereafter), Debtor shall instruct all account debtors and other Persons obligated to make payments to Debtor on any Receivables, General Intangibles, Instruments, or other rights to payment included within the Collateral to make such payments either (A) directly to Secured Party, in which case Debtor shall instruct that such payments be remitted to a post office box ("Lockbox) which shall be in the name and under the control of Secured Party, or (B) if Secured Party agrees, to one or more banks acceptable to Secured Party, in which case Debtor shall instruct that such payments be remitted to a post office box in the name and under the control of such bank which is subject to the terms of a lockbox agreement in a form satisfactory to Agent, duly executed by Debtor and such bank, pursuant to which Debtor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to Secured Party for deposit into the Collateral Account or as Secured Party may otherwise instruct such bank. All such payments made to Secured Party shall be deposited in the Collateral Account. In addition to the foregoing, Debtor agrees that if the proceeds of any Collateral (including any payments with respect to which instructions have been given as provided above) shall be received by it, Debtor shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by Debtor for Secured Party and shall not be commingled with any other funds or property of Debtor, and Debtor will not adjust, settle or compromise the amount or payment of any such Receivable, General Intangible, Instrument, or other right to payment or release wholly or partly any account debtor or obligor thereof or allow any credit or discount thereon. (ii) As long as no Default or Event of Default has occurred or is continuing, amounts on deposit in the Collateral Account shall, upon receipt by Secured Party, be deposited by Secured Party in Borrower's operating account maintained with Secured Party. (iii) If a Default or an Event of Default has occurred or is continuing, Secured Party shall, at Secured Party's discretion, either (A) continue to hold the balance of the Collateral Account and all Liquid Investments as Collateral, or (B) apply any or all of the balance from time to time standing to the credit of the Collateral Account (subject to collection) as specified in Section 4.3 and liquidate any or all Liquid Investments and apply the proceeds thereof as specified in Section 4.3. (iv) Amounts on deposit in the Collateral Account pursuant to subsection (iii) shall either remain on deposit therein or be invested and re-invested from time to time in such Liquid Investments as Secured Party Debtor (or, if a Default or Event of Default has occurred and is continuing, Lenders) shall determine, which Liquid Investments shall be held in the name and be under the control of Secured Party in a securities account established by Secured Party with one Agent, for the benefit of its Affiliates Lenders, until liquidated and applied as provided in the following subsection (iii). Any income received by Secured Party Agent with respect to the balance from time to time standing to the credit of the Collateral Account, including any interest on or proceeds of Liquid Investments, shall also remain, or be deposited, in the Collateral Account. All right, title and interest in and to the amounts on deposit from time to time in the Collateral Account, together with any Liquid Investments from time to time made pursuant to this section shall vest in Secured PartyAgent, for the benefit of Lenders, shall constitute part of the Collateral hereunder, and shall not constitute payment of the Secured Obligations until applied thereto as herein provided. (vii) At any time when no Default or Event of Default has occurred and is continuing, the outstanding balance in the Collateral Account shall be distributed to Debtor upon the order of Debtor. If immediately available cash on deposit in the Collateral Account is not sufficient to make any such distribution to Debtor, Agent shall liquidate as promptly as practicable Liquid Investments as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this section, such distribution shall not be made until such liquidation has taken place; after such liquidation, such distribution shall be made promptly. During the continuation of a Default or an Event of Default, Agent, at Lenders' direction and discretion, either (A) continue to hold the balance of the Collateral Account and all Liquid Investments as Collateral, or (B) while any Event of Default is continuing, apply any or all of the balance from time to time standing to the credit of the Collateral Account (subject to collection) as specified in Section 4.3 and liquidate any or all Liquid Investments and apply the proceeds thereof as specified in Section 4.3. (iii) As used in this section, "Liquid InvestmentLIQUID INVESTMENT" means any investment in the name of Secured Party Agent (but at the direction and discretion of Lenders), for the benefit of Lenders (and, in the opinion of counsel to Secured PartyParties, appropriately subject to a perfected PARRI PASSU security interest in favor of Secured PartyParties) which matures within one month after it is acquired by Secured Party Agent and is either (A) a certificate of deposit or time deposit issued by Secured Party Agent or (B) an obligation entitled to the full faith and credit of the United States which is in book-entry form and subject to pledge under applicable state law and Treasury regulations.

Collection and Collateral Account. There is hereby established with Secured Party a cash collateral account (the "Collateral Account") in the name and under the control of Secured Party into which there shall be deposited from time to time the cash proceeds of the Collateral (and of any other collateral under other Obligation Document) required to be delivered to Secured Party pursuant to the following subsections of this Section 4.1 or pursuant to any other provision of this Agreement or any other Obligation Document. Debtor and Secured Party shall deal with the Collateral Account as follows: (i) Concurrently with the execution hereof (or promptly thereafter), Debtor shall instruct all account debtors and other Persons obligated to make payments to Debtor on any Receivables, General Intangibles, Instruments, or other rights to payment included within the Collateral to make such payments either (A) directly to Secured Party, in which case Debtor shall instruct that such payments be remitted to a post office box ("Lockbox) which shall be in the name and under the control of Secured Party, or (B) if Secured Party agrees, to one or more banks acceptable to Secured Party, in which case Debtor shall instruct that such payments be remitted to a post office box in the name and under the control of such bank which is subject to the terms of a lockbox agreement in a form satisfactory to Agent, duly executed by Debtor and such bank, pursuant to which Debtor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to Secured Party for deposit into the Collateral Account or as Secured Party may otherwise instruct such bank. All such payments made to Secured Party shall be deposited in the Collateral Account. In addition to the foregoing, Debtor agrees that if the proceeds of any Collateral (including any payments with respect to which instructions have been given as provided above) shall be received by it, Debtor shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by Debtor for Secured Party and shall not be commingled with any other funds or property of Debtor, and Debtor will not adjust, settle or compromise the amount or payment of any such Receivable, General Intangible, Instrument, or other right to payment or release wholly or partly any account debtor or obligor thereof or allow any credit or discount thereon. (ii) As long as no Default or Event of Default has occurred or is continuing, amounts on deposit in the Collateral Account shall, upon receipt by Secured Party, be deposited by Secured Party in Borrower's operating account maintained with Secured Party. (iii) If a Default or an Event of Default has occurred or is continuing, Secured Party shall, at Secured Party's discretion, either (A) continue to hold the balance of the Collateral Account and all Liquid Investments as Collateral, or (B) apply any or all of the balance from time to time standing to the credit of the Collateral Account (subject to collection) as specified in Section 4.3 and liquidate any or all Liquid Investments and apply the proceeds thereof as specified in Section 4.3. (iv) Amounts on deposit in the Collateral Account pursuant to subsection (iii) shall either remain on deposit therein or be invested and re-invested from time to time in such Liquid Investments as Secured Party shall determine, which Liquid Investments shall be held in the name and be under the control of Secured Party in a securities account established by Secured Party with one of its Affiliates until liquidated and applied as provided in subsection (iii). Any income received by Secured Party with respect to the balance from time to time standing to the credit of the Collateral Account, including any interest on or proceeds of Liquid Investments, shall also remain, or be deposited, in the Collateral Account. All right, title and interest in and to the amounts on deposit from time to time in the Collateral Account, together with any Liquid Investments from time to time made pursuant to this section shall vest in Secured Party, shall constitute part of the Collateral hereunder, and shall not constitute payment of the Secured Obligations until applied thereto as herein provided. (v) As used in this section, "Liquid Investment" means any investment in the name of Secured Party (and, in the opinion of counsel to Secured Party, appropriately subject to a perfected security interest in favor of Secured Party) which matures within one month after it is acquired by Secured Party and is either (A) a certificate of deposit or time deposit issued by Secured Party or (B) an obligation entitled to the full faith and credit of the United States which xxxxxx xx xxx Xxxxxx Xxxxxx xxxch is in book-entry form and subject to pledge under applicable state law and Treasury regulations.

Collection and Collateral Account. There is hereby established with Secured Party Upon the occurrence of an Event of Default, Majority Lenders or Agent (at Majority Lenders' direction), in Majority Lenders' discretion, shall establish a cash collateral account (the "Collateral Account") in the name and under of Agent, for the control benefit of Secured Party Lenders, into which there shall be deposited from time to time the cash proceeds of received pursuant to the Collateral (and of any other collateral under other Obligation Document) Satellite Contract required to be delivered to Secured Party Parties pursuant to the following subsections of this Section 4.1 or pursuant to any other provision of this Agreement or any other Obligation Document. Debtor and Secured Party Parties shall deal with the Collateral Account as follows: (i) Concurrently with Upon the execution hereof (occurrence and during the continuance of a Default or promptly thereafter)an Event of Default, Debtor shall instruct all account debtors and other Persons obligated to make payments to Debtor on any Receivables, General Intangibles, Instruments, or other rights to payment included within under the Collateral Satellite Contract to make such payments either (A) directly to Secured PartyAgent, for the benefit of Lenders, in which case Debtor shall instruct that such payments be remitted to a post office box ("Lockbox) which shall be in the name and under the control of Secured PartyAgent, for the benefit of Lenders, or (B) if Secured Party agreesMajority Lenders agree, to one or more banks acceptable to Secured PartyMajority Lenders, in which case Debtor shall instruct that such payments be remitted to a post office box in the name and under the control of such bank which is subject to the terms of a lockbox agreement in a form and substance satisfactory to AgentMajority Lenders, duly executed by Debtor and such bank, pursuant to which Debtor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to Secured Party Agent, for the benefit of Lenders, for deposit into the Collateral Account or as Secured Party Majority Lenders may otherwise instruct such bank. All such payments made to Secured Party Agent, for the benefit of Lenders, shall be deposited in the Collateral Account. In addition to the foregoing, Debtor agrees that if the proceeds of any Collateral received pursuant to such Satellite Contract (including any payments with respect to which instructions have been given as provided above) shall be received by it, Debtor shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by Debtor for Secured Party Parties and shall not be commingled with any other funds or property of Debtor, and Debtor will not adjust, settle or compromise the amount or payment of any such Receivable, General Intangible, Instrumentreceived pursuant to the Satellite Contract, or other right to payment under the Satellite Contract or release wholly or partly any account debtor or obligor thereof or allow any credit or discount thereon. (ii) As long as no Default or Event of Default has occurred or is continuing, amounts on deposit in the Collateral Account shall, upon receipt by Secured Party, be deposited by Secured Party in Borrower's operating account maintained with Secured Party. (iii) If a Default or an Event of Default has occurred or is continuing, Secured Party shall, at Secured Party's discretion, either (A) continue to hold the balance of the Collateral Account and all Liquid Investments as Collateral, or (B) apply any or all of the balance from time to time standing to the credit of the Collateral Account (subject to collection) as specified in Section 4.3 and liquidate any or all Liquid Investments and apply the proceeds thereof as specified in Section 4.3. (iv) Amounts on deposit in the Collateral Account pursuant to subsection (iii) shall either remain on deposit therein or be invested and re-invested from time to time in such Liquid Investments as Secured Party Debtor (or, if a Default or Event of Default has occurred and is continuing, Majority Lenders) shall determine, which Liquid Investments shall be held in the name and be under the control of Secured Party in a securities account established by Secured Party with one Agent, for the benefit of its Affiliates Lenders, until liquidated and applied as provided in the following subsection (iii). Any income received by Secured Party Agent with respect to the balance from time to time standing to the credit of the Collateral Account, including any interest on or proceeds of Liquid Investments, shall also remain, or be deposited, in the Collateral Account. All right, title and interest in and to the amounts on deposit from time to time in the Collateral Account, together with any Liquid Investments from time to time made pursuant to this section shall vest in Secured PartyAgent, for the benefit of Lenders, shall constitute part of the Collateral hereunder, and shall not constitute payment of the Secured Obligations until applied thereto as herein provided. (viii) At any time when no Default or Event of Default has occurred and is continuing, the outstanding balance in the Collateral Account shall be distributed to Debtor upon the order of Debtor. If immediately available cash on deposit in the Collateral Account is not sufficient to make any such distribution to Debtor, Agent shall liquidate as promptly as practicable Liquid Investments as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this section, such distribution shall not be made until such liquidation has taken place; after such liquidation, such distribution shall be made promptly. During the continuation of a Default or an Event of Default, Agent, at Majority Lenders' direction and discretion, either (A) continue to hold the balance of the Collateral Account and all Liquid Investments as Collateral, or (B) while any Event of Default is continuing, apply any or all of the balance from time to time standing to the credit of the Collateral Account (subject to collection) as specified in Section 4.3 and liquidate any or all Liquid Investments and apply the proceeds thereof as specified in Section 4.3. (iv) As used in this section, "Liquid Investment" means any investment in the name of Secured Party Agent (but at the direction and discretion of Majority Lenders), for the benefit of Lenders (and, in the opinion of counsel to Secured PartyParties, appropriately subject to a perfected parri passu security interest in favor of Secured PartyParties) which matures within one month after it is acquired by Secured Party Agent and is either (A) a certificate of deposit or time deposit issued by Secured Party Agent or (B) an obligation entitled to the full faith and credit of the United States which is in book-entry form and subject to pledge under applicable state law and Treasury regulations.