Common use of Creation of and Deposits to the Reinvestment Funds Account Clause in Contracts

Creation of and Deposits to the Reinvestment Funds Account. Promptly upon and at all times after the receipt by any Loan Party of any Insurance Proceeds or Condemnation Awards or other amounts required to be paid to the Collateral Agent pursuant to Section 6.07(b) of the Credit Agreement, Section 4.11 hereof or pursuant to any similar provision of any other Finance Document (collectively, “Reinvestment Funds”), such Loan Party shall establish and shall thereafter maintain an additional Securities Account (the “Reinvestment Funds Account”) at the offices of the Collateral Agent or such other bank or other financial institution as such Loan Party and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral Agent. If the Reinvestment Funds Account is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the applicable Loan Party shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an Account Control Agreement with respect to such Reinvestment Funds Account duly executed by such Loan Party and the Securities Intermediary maintaining such Reinvestment Funds Account. Each Loan Party hereby agrees to cause any Reinvestment Funds received from time to time after the establishment of the Reinvestment Funds Account to be deposited therein as set forth in this paragraph. Any Insurance Proceeds received from time to time by the Collateral Agent in respect of which the Collateral Agent is an insured party and loss payee shall be promptly deposited in the Reinvestment Funds Account as set forth in this paragraph. Any income received with respect to the balance from time to time standing to the credit of the Reinvestment Funds Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Reinvestment Funds Account. All right, title and interest in and to the cash amounts on deposit from time to time in the Reinvestment Funds Account together with any Liquid Investments from time to time made pursuant to Section 2.07 and any other property or assets from time to time deposited in or credited to the Reinvestment Funds Account shall vest in the Collateral Agent for the benefit of the Finance Parties, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. The Collateral Agent shall apply to repayment of the Loans and to cash collateralization of L/C Obligations those amounts on deposit in the Reinvestment Funds Account which are required to be applied to the repayment of the Loans in accordance with Section 2.09(b)(iii) of the Credit Agreement and the definition of “Reinvestment Funds” in Section 1.01 of the Credit Agreement or any other applicable term of any Finance Document, and, unless a Default or an Event of Default shall have occurred and be continuing, shall promptly in accordance with subsection (b) below, or upon the order of the Loan Party in respect of which such Reinvestment Funds were delivered, release those amounts on deposit in the Reinvestment Funds Account which are not required to be so applied or retained in the Reinvestment Funds Account pursuant to any other provision of any Finance Document for application as provided in subsection (b) below.

Creation of and Deposits to the Reinvestment Funds Account. Promptly upon and at all times after the receipt by any Loan Party of any Insurance Net Loss Proceeds or Condemnation Awards (as defined in the Indenture) or other amounts required to be paid to the Collateral Agent pursuant to Section 6.07(b4.15(b) of the Credit AgreementIndenture, Section 4.11 4.10 hereof or pursuant to any similar provision of any Term Credit Agreement or other Finance Document (in each case other than proceeds in respect of the Revolving Lender Priority Collateral if any Revolving Loan Obligation is at the time outstanding or any commitment of one or more Revolving Lenders remains in effect under the Revolving Credit Agreement) (collectively, “Reinvestment Funds”)) and subject to the Intercreditor Agreement, such Loan Party shall establish and shall thereafter (i) maintain an additional Securities Account (the “Reinvestment Funds Account”) at the offices of the Collateral Agent or such other bank or other financial institution as such Loan Party and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral AgentAgent or (ii) pay over such proceeds to the Revolving Credit Administrative Agent in accordance with the Indenture or the applicable provision of any Term Credit Agreement. If the Reinvestment Funds Account is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the applicable Loan Party shall notify the Collateral Agent of the location, account name and account number of such account and shall shall, subject to the Intercreditor Agreement, deliver to the Collateral Agent an Account Control Agreement with respect to such Reinvestment Funds Account duly executed by such Loan Party and the Securities Intermediary maintaining such Reinvestment Funds Account. Each Loan Party hereby agrees to cause any Reinvestment Funds received from time to time after the establishment of the Reinvestment Funds Account to be deposited therein as set forth in this paragraph. Any Insurance Net Loss Proceeds (other than proceeds in respect of the Revolving Lender Priority Collateral if any Revolving Loan Obligation is at the time outstanding or any commitment of one or more Revolving Lenders remains in effect under the Revolving Credit Agreement) exceeding $10,000,000 in respect of one or a series of related events or conditions giving rise thereto received from time to time by the Collateral Agent in respect of which the Collateral Agent is an insured party and loss payee shall be promptly deposited in the Reinvestment Funds Account as set forth in this paragraphparagraph to be applied in accordance with the terms of this Amended Agreement and the Finance Documents, subject to the provisions of clause (ii) above. Any income received with respect to the balance from time to time standing to the credit of the Reinvestment Funds Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Reinvestment Funds AccountAccount to be applied in accordance with the terms of this Amended Agreement and the Finance Documents. All right, title and interest in and to the cash amounts on deposit from time to time in the Reinvestment Funds Account together with any Liquid Investments from time to time made pursuant to Section 2.07 hereof and any other property or assets from time to time deposited in or credited to the Reinvestment Funds Account shall vest in the Collateral Agent for the benefit of the Finance Parties, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. The Collateral Agent shall apply to repayment of the Loans and to cash collateralization of L/C Finance Obligations those amounts on deposit in the Reinvestment Funds Account which are required to be applied to the repayment of the Senior Secured Notes in accordance with the Indenture, and to the repayment of any Term Loans in accordance with Section 2.09(b)(iii) the relevant provisions of the any Term Credit Agreement and the definition of “Reinvestment Funds” or, in Section 1.01 of the Credit Agreement or each case, any other applicable term of any Finance DocumentDocument at the times expressly provided for in such documents, and, unless a Default or an Event of Default shall have occurred and be continuing, shall promptly in accordance with subsection (b) belowbelow release to, or upon the order of the Loan Party in respect of which such Reinvestment Funds were delivered, release those amounts on deposit in the Reinvestment Funds Account which are not required to be so applied or retained in the Reinvestment Funds Account pursuant to any other provision of any Finance Document for application as provided in subsection (b) below.

Creation of and Deposits to the Reinvestment Funds Account. Promptly upon and at all times after the receipt by any Loan Party of any Insurance Net Cash Proceeds or Condemnation Awards or other amounts required to be paid to the Collateral Agent pursuant to Section 6.07(b2.05(b)(i) of the Credit Agreement, Agreement or Section 4.11 hereof or pursuant to any similar provision of any other Finance Loan Document (collectively, “Reinvestment Funds”), such Loan Party shall establish and shall thereafter maintain an additional Securities Account (the “Reinvestment Funds Account”) at the offices of the Collateral Agent or such other bank or other financial institution as such Loan Party and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral Agent. If the Reinvestment Funds Account is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the applicable Loan Party shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an Account Control Agreement with respect to such Reinvestment Funds Account duly executed by such Loan Party and the Securities Intermediary maintaining such Reinvestment Funds Account. Each Loan Party hereby agrees to cause any Reinvestment Funds received from time to time after the establishment of the Reinvestment Funds Account to be deposited therein as set forth in this paragraph. Any Insurance Proceeds exceeding $2,000,000 in respect of one or a series of related events or conditions giving rise thereto received from time to time by the Collateral Agent in respect of which the Collateral Agent is an insured party and loss payee shall be promptly deposited in the Reinvestment Funds Account as set forth in this paragraph. Any income received with respect to the balance from time to time standing to the credit of the Reinvestment Funds Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Reinvestment Funds Account. All right, title and interest in and to the cash amounts on deposit from time to time in the Reinvestment Funds Account together with any Liquid Investments from time to time made pursuant to Section 2.07 2.08 hereof and any other property or assets from time to time deposited in or credited to the Reinvestment Funds Account shall vest in the Collateral Agent for the benefit of the holders from time to time of the Finance PartiesObligations, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. The Collateral Agent shall apply to repayment of the Loans and and, if necessary, to cash collateralization of L/C Obligations those amounts on deposit in the Reinvestment Funds Account which are required to be applied to the repayment of the Loans in accordance with Section 2.09(b)(iii2.05(b)(i) of the Credit Agreement and the definition of “Reinvestment Funds” in Section 1.01 of the Credit Agreement or any other applicable term of any Finance Loan Document, and, unless a Default or an Event of Default shall have occurred and be continuing, shall promptly in accordance with subsection (b) belowbelow release to, or upon the order of the Loan Party in respect of which such Reinvestment Funds were delivered, release those amounts on deposit in the Reinvestment Funds Account which are not required to be so applied or retained in the Reinvestment Funds Account pursuant to any other provision of any Finance Loan Document for application as provided in subsection (b) below.

Creation of and Deposits to the Reinvestment Funds Account. Promptly upon and at all times after the receipt by any Loan Party of any Insurance Proceeds or Condemnation Awards or other amounts required to be paid to the Senior Collateral Agent pursuant to Section 6.07(b) of the Credit Agreement, Section 4.11 hereof or pursuant to any similar provision of any other Finance Loan Document (collectively, “Reinvestment Funds”), such Loan Party shall establish and shall thereafter maintain an additional Securities Account (the “Reinvestment Funds Account”) at the offices of the Senior Collateral Agent or such other bank or other financial institution as such Loan Party and the Senior Collateral Agent may agree, in the name and under the exclusive control of the Senior Collateral Agent. If the Reinvestment Funds Account is not maintained at an office of the Senior Collateral Agent, then forthwith upon the establishment of such account, the applicable Loan Party shall notify the Senior Collateral Agent of the location, account name and account number of such account and shall deliver to the Senior Collateral Agent an Account Control Agreement with respect to such Reinvestment Funds Account duly executed by such Loan Party and the Securities Intermediary maintaining such Reinvestment Funds Account. Each Loan Party hereby agrees to cause any Reinvestment Funds received from time to time after the establishment of the Reinvestment Funds Account to be deposited therein as set forth in this paragraph. Any Insurance Proceeds exceeding $5,000,000 in respect of one or a series of related events or conditions giving rise thereto received from time to time by the Senior Collateral Agent in respect of which the Senior Collateral Agent is an insured party and loss payee shall be promptly deposited in the Reinvestment Funds Account as set forth in this paragraph. Any income received with respect to the balance from time to time standing to the credit of the Reinvestment Funds Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Reinvestment Funds Account. All right, title and interest in and to the cash amounts on deposit from time to time in the Reinvestment Funds Account together with any Liquid Investments from time to time made pursuant to Section 2.07 2.09 and any other property or assets from time to time deposited in or credited to the Reinvestment Funds Account shall vest in the Senior Collateral Agent for the benefit of the Finance Parties, holders from time to time of the Senior Obligations and shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Senior Obligations until applied thereto as hereinafter provided. The Senior Collateral Agent shall apply to repayment of the Senior Loans and and, if necessary, to cash collateralization of L/C Obligations those amounts on deposit in the Reinvestment Funds Account which are required to be applied to the repayment of the Loans in accordance with Section 2.09(b)(iii) of the Credit Agreement and the definition of “Reinvestment Funds” in Section 1.01 of the Credit Agreement or any other applicable term of any Finance Document, and, unless a Default or an Event of Default shall have occurred and be continuing, shall promptly in accordance with subsection (b) belowbelow release to, or upon the order of the Loan Party in respect of which such Reinvestment Funds were delivered, release those amounts on deposit in the Reinvestment Funds Account which are not required to be so applied or retained in the Reinvestment Funds Account pursuant to any other provision of any Finance Loan Document for application as provided in subsection (b) below.

Creation of and Deposits to the Reinvestment Funds Account. Promptly upon and at all times after the receipt by any Loan Party of any Insurance Net Loss Proceeds or Condemnation Awards (as defined in the Indenture) or other amounts required to be paid to the Collateral Agent pursuant to Section 6.07(b4.15(b) of the Credit AgreementIndenture, Section 4.11 4.10 hereof or pursuant to any similar provision of any Term Loan Agreement or other Finance Document (in each case other than proceeds in respect of the Revolving Lender Priority Collateral if any Revolving Loan Obligation is at the time outstanding or any commitment of one or more Revolving Lenders remains in effect under the Revolving Credit Agreement) (collectively, “Reinvestment Funds”)) and subject to the Intercreditor Agreement, such Loan Party shall establish and shall thereafter (i) maintain an additional Securities Account (the “Reinvestment Funds Account”) at the offices of the Collateral Agent or such other bank or other financial institution as such Loan Party and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral AgentAgent or (ii) pay over such proceeds to the Revolving Credit Administrative Agent in accordance with the Indenture or the applicable provision of any Term Loan Agreement. If the Reinvestment Funds Account is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the applicable Loan Party shall notify the Collateral Agent of the location, account name and account number of such account and shall shall, subject to the Intercreditor Agreement, deliver to the Collateral Agent an Account Control Agreement with respect to such Reinvestment Funds Account duly executed by such Loan Party and the Securities Intermediary maintaining such Reinvestment Funds Account. Each Loan Party hereby agrees to cause any Reinvestment Funds received from time to time after the establishment of the Reinvestment Funds Account to be deposited therein as set forth in this paragraph. Any Insurance Net Loss Proceeds (other than proceeds in respect of the Revolving Lender Priority Collateral if any Revolving Loan Obligation is at the time outstanding or any commitment of one or more Revolving Lenders remains in effect under the Revolving Credit Agreement) exceeding $10,000,000 in respect of one or a series of related events or conditions giving rise thereto received from time to time by the Collateral Agent in respect of which the Collateral Agent is an insured party and loss payee shall be promptly deposited in the Reinvestment Funds Account as set forth in this paragraphparagraph to be applied in accordance with the terms of this Agreement and the Finance Documents, subject to the provisions of clause (ii) above. Any income received with respect to the balance from time to time standing to the credit of the Reinvestment Funds Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Reinvestment Funds AccountAccount to be applied in accordance with the terms of this Agreement and the Finance Documents. All right, title and interest in and to the cash amounts on deposit from time to time in the Reinvestment Funds Account together with any Liquid Investments from time to time made pursuant to Section 2.07 hereof and any other property or assets from time to time deposited in or credited to the Reinvestment Funds Account shall vest in the Collateral Agent for the benefit of the Finance Parties, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. The Collateral Agent shall apply to repayment of the Loans and to cash collateralization of L/C Finance Obligations those amounts on deposit in the Reinvestment Funds Account which are required to be applied to the repayment of the Senior Secured Notes in accordance with the Indenture, and to the repayment of any Term Loans in accordance with Section 2.09(b)(iii) the relevant provisions of the Credit any Term Loan Agreement and the definition of “Reinvestment Funds” or, in Section 1.01 of the Credit Agreement or each case, any other applicable term of any Finance DocumentDocument at the times expressly provided for in such documents, and, unless a Default or an Event of Default shall have occurred and be continuing, shall promptly in accordance with subsection (b) belowbelow release to, or upon the order of the Loan Party in respect of which such Reinvestment Funds were delivered, release those amounts on deposit in the Reinvestment Funds Account which are not required to be so applied or retained in the Reinvestment Funds Account pursuant to any other provision of any Finance Document for application as provided in subsection (b) below.

Creation of and Deposits to the Reinvestment Funds Account. Promptly upon and at all times after the receipt by any Loan Party of any Insurance Proceeds or Condemnation Awards or other amounts required to be paid to the Collateral Agent pursuant to Section 6.07(b) 6.07 of the Credit Agreement, Section 4.11 hereof or pursuant to any similar provision of any other Finance Loan Document (collectively, “Reinvestment Funds”), such Loan Party shall establish and shall thereafter maintain an additional Securities Account (the “Reinvestment Funds Account”) at the offices of the Collateral Agent or such other bank or other financial institution as such Loan Party and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral Agent. If the Reinvestment Funds Account is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the applicable Loan Party shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an Account Control Agreement account control agreement with respect to such Reinvestment Funds Account duly executed by such Loan Party and the Securities Intermediary maintaining such Reinvestment Funds Account. Each Loan Party hereby agrees to cause any Reinvestment Funds received from time to time after the establishment of the Reinvestment Funds Account to be deposited therein as set forth in this paragraph. Any Insurance Proceeds exceeding $10,000,000 in respect of one or a series of related events or conditions giving rise thereto received from time to time by the Collateral Agent in respect of which the Collateral Agent is an insured party and loss payee shall be promptly deposited in the Reinvestment Funds Account as set forth in this paragraph. Any income received with respect to the balance from time to time standing to the credit of the Reinvestment Funds Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Reinvestment Funds Account. All right, title and interest in and to the cash amounts on deposit from time to time in the Reinvestment Funds Account together with any Liquid Investments from time to time made pursuant to Section 2.07 2.09 and any other property or assets from time to time deposited in or credited to the Reinvestment Funds Account shall vest in the Collateral Agent for the benefit of the holders from time to time of the Finance PartiesObligations, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. The Collateral Agent shall apply to repayment of the Loans and and, if necessary, to cash collateralization of L/C Obligations those amounts on deposit in the Reinvestment Funds Account which are required to be applied to the repayment of the Loans in accordance with Section 2.09(b)(iii) of the Credit Agreement and the definition of “Reinvestment Funds” in Section 1.01 of the Credit Agreement or any other applicable term of any Finance Loan Document, and, unless a Default or an Event of Default shall have occurred and be continuing, shall promptly in accordance with subsection (b) belowbelow release to, or upon the order of the Loan Party in respect of which such Reinvestment Funds were delivered, release those amounts on deposit in the Reinvestment Funds Account which are not required to be so applied or retained in the Reinvestment Funds Account pursuant to any other provision of any Finance Loan Document for application as provided in subsection (b) below. For the avoidance of doubt, promptly upon the written request of any Loan Party, the Collateral Agent will release to such Loan Party any such proceeds constituting Final Refused Proceeds.