Common use of Deposits to Cash Proceeds Account Clause in Contracts

Deposits to Cash Proceeds Account. Upon the occurrence and during the continuance of an Event of Default, except as otherwise provided in Section 2.05 or 2.06 hereof and subject to the provisions of the Intercreditor Agreement, each Loan Party shall upon the instruction of the Collateral Agent instruct all Account Debtors and other Persons obligated in respect of its Receivables and other Collateral to make all payments in respect of its Receivables and other Collateral (other than 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) either (i) directly to the Collateral Agent (by instructing that such payments be remitted by direct wire transfer to the Collateral Agent at its address referred to in Section 7.01 or to a post office box which shall be in the name and under the control of the Collateral Agent) or (ii) to one or more other banks in the United States (by instructing that such payments be remitted by direct wire transfer to, or to a post office box which shall be in the name and under the control of, such bank) under an Account Control Agreement duly executed by each relevant Loan Party and such bank or under other arrangements, in form and substance satisfactory to the Collateral Agent, pursuant to which each relevant Loan Party shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral Agent for deposit into the Cash Proceeds Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the Cash Proceeds Account. In addition to the foregoing, each Loan Party agrees that, subject to the Intercreditor Agreement, if the Proceeds of any Collateral hereunder (other than 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) (including the payments made in respect of Receivables) shall be received by it after the occurrence and during the continuance of an Event of Default and the receipt of such instructions, such Loan Party shall as promptly as possible deposit such Proceeds into the Cash Proceeds Account. Until so deposited, all such Proceeds shall be held in trust by the relevant Loan Party for and as the property of the Collateral Agent for the benefit of the Finance Parties and shall not be commingled with any other funds or property of any Loan Party; provided, however, that after an Event of Default that gave rise to the application of this Section has been cured or waived and until another Event of Default shall occur, all collected funds on deposit in the Cash Proceeds Account, or so much thereof as is not required to make payment of the Finance Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise), shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the applicable Loan Party or its order. Each Loan Party hereby irrevocably consents and agrees to such disbursement. Each Loan Party hereby irrevocably authorizes and empowers the Collateral Agent, its officers, employees and authorized agents during the continuance of an Event of Default and subject to the Intercreditor Agreement, to endorse and sign its name on all checks, drafts, money orders or other media of payment so delivered, and such endorsements or assignments shall, for all purposes, be deemed to have been made by the relevant Loan Party prior to any endorsement or assignment thereof by the Collateral Agent. The Collateral Agent may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.

Deposits to Cash Proceeds Account. Upon notification by the Collateral Agent following the occurrence and during the continuance of an Actionable Default (provided that in the case of any Event of DefaultDefault described in Section 10.1(f) of the Credit Agreement, no such notice shall be required), except as otherwise provided in Section 2.05 or 2.06 hereof and subject to the provisions of the Intercreditor Agreement2.05, each Loan Credit Party shall upon the instruction of the Collateral Agent instruct all Account Debtors and other Persons obligated in respect of its Receivables and other Collateral to make all payments in respect of its Receivables and other Collateral (other than 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) either (i) directly to the Collateral Agent (by instructing that such payments be remitted by direct wire transfer to the Collateral Agent at its address referred to in Section 7.01 or to a post office box which shall be in the name and under the control of the Collateral Agent) or (ii) to one or more other banks in the United States (by instructing that such payments be remitted by direct wire transfer to, or to a post office box which shall be in the name and under the control of, such bank) under an Account Control Agreement duly executed by each relevant Loan Credit Party and such bank or under other arrangements, in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which each relevant Loan Credit Party shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral Agent for deposit into the Cash Proceeds Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the Cash Proceeds Account. In addition to the foregoing, each Loan Credit Party agrees that, subject to the Intercreditor Agreement, that if the Proceeds of any Collateral hereunder (other than 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) (including the payments made in respect of Receivables) shall be received by it after the occurrence and during the continuance of an Event of Default and the receipt of such instructionsCollateral Agent’s notification referred to above, such Loan Credit Party shall as promptly as possible deposit such Proceeds into the Cash Proceeds Account. Until so deposited, all such Proceeds shall be held in trust by the relevant Loan Credit Party for and as the property of the Collateral Agent for the benefit of the Finance Secured Parties and shall not be commingled with any other funds or property of any Loan Credit Party; provided, however, that after an Event of Default that gave rise to the application of this Section has been cured or waived and until another Event of Default shall occur, all collected funds on deposit in the Cash Proceeds Account, or so much thereof as is not required to make payment of the Finance Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise), shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the applicable Loan Party or its order. Each Loan Party hereby irrevocably consents and agrees to such disbursement. Each Loan Credit Party hereby irrevocably authorizes and empowers the Collateral Agent, its officers, employees and authorized agents during the continuance of an Event of Default and subject to the Intercreditor Agreement, to endorse and sign its name on all checks, drafts, money orders or other media of payment so delivered, and such endorsements or assignments shall, for all purposes, be deemed to have been made by the relevant Loan Credit Party prior to any endorsement or assignment thereof by the Collateral Agent. The Collateral Agent may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.

Deposits to Cash Proceeds Account. Upon the occurrence and during the continuance of an Event of Default, except as otherwise provided in Section 2.05 2.06 or 2.06 hereof and subject to the provisions of the Intercreditor Agreement2.07, each Loan Party shall upon the instruction of the Collateral Agent instruct all Account Debtors and other Persons obligated in respect of its Receivables and other Collateral to make all payments in respect of its Receivables and other Collateral (other than 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) either (i) directly to the Senior Collateral Agent (by instructing that such payments be remitted by direct wire transfer to the Senior Collateral Agent at its address referred to in Section 7.01 or to a post office box which shall be in the name and under the control of the Senior Collateral Agent) or (ii) to one or more other banks in the United States (by instructing that such payments be remitted by direct wire transfer to, or to a post office box which shall be in the name and under the control of, such bank) under an Account Control Agreement duly executed by each relevant Loan Party and such bank or under other arrangements, in form and substance satisfactory to the Senior Collateral Agent, pursuant to which each relevant Loan Party shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Senior Collateral Agent for deposit into the Cash Proceeds Account or as the Senior Collateral Agent may otherwise instruct such bank. All such payments made to the Senior Collateral Agent shall be deposited in the Cash Proceeds Account. In addition to the foregoing, each Loan Party agrees that, subject to the Intercreditor Agreement, that if the Proceeds of any Collateral hereunder (other than 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) (including the payments made in respect of Receivables) shall be received by it after the occurrence and during the continuance of an Event of Default and the receipt of such instructionsDefault, such Loan Party shall as promptly as possible deposit such Proceeds into the Cash Proceeds Account. Until so deposited, all such Proceeds shall be held in trust by the relevant Loan Party for and as the property of the Senior Collateral Agent for the benefit of the Finance Parties and shall not be commingled with any other funds or property of any Loan Party; provided, however, that after an Event of Default that gave rise to the application of this Section has been cured or waived and until another Event of Default shall occur, all collected funds on deposit in the Cash Proceeds Account, or so much thereof as is not required to make payment of the Finance Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise), shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the applicable Loan Party or its order. Each Loan Party hereby irrevocably consents and agrees to such disbursement. Each Loan Party hereby irrevocably authorizes and empowers the Senior Collateral Agent, its officers, employees and authorized agents agents, upon the occurrence and during the continuance continuation of an Event of Default and subject to the Intercreditor AgreementDefault, to endorse and sign its name on all checks, drafts, money orders or other media of payment so delivered, and such endorsements or assignments shall, for all purposes, be deemed to have been made by the relevant Loan Party prior to any endorsement or assignment thereof by the Senior Collateral Agent. The Senior Collateral Agent may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.

Deposits to Cash Proceeds Account. Upon the occurrence and during the continuance of an Event of DefaultDefault and upon the written request of the Collateral Agent (which written request shall not be required in the case of an Event of Default pursuant to Section 8.01(f) of the Credit Agreement), except as otherwise provided in Section 2.05 2.06 or 2.06 hereof and subject to the provisions of the Intercreditor Agreement2.07, each Loan Party shall upon the instruction of the Collateral Agent instruct all Account Debtors and other Persons obligated in respect of its Receivables and other Collateral to make all payments in respect of its Receivables and other Collateral (other than 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) either (i) directly to the Collateral Agent (by instructing that such payments be remitted by direct wire transfer to the Collateral Agent at its address referred to in Section 7.01 or to a post office box which shall be in the name and under the control of the Collateral Agent) or (ii) to one or more other banks in the United States (by instructing that such payments be remitted by direct wire transfer to, or to a post office box which shall be in the name and under the control of, such bank) under an Account Control Agreement duly executed by each relevant Loan Party and such bank or under other arrangements, in form and substance satisfactory to the Collateral Agent, pursuant to which each relevant Loan Party shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral Agent for deposit into the Cash Proceeds Account or as the Collateral Agent may otherwise instruct such bank). All such payments made to the Collateral Agent shall be deposited in the Cash Proceeds Account. In addition to the foregoing, each Loan Party agrees that, subject to the Intercreditor Agreement, that if the Proceeds of any Collateral hereunder (other than 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) (including the payments made in respect of Receivables) shall be received by it after the occurrence and during the continuance of an Event of Default and the receipt of such instructionsDefault, such Loan Party shall as promptly as possible deposit such Proceeds into the Cash Proceeds Account. Until so deposited, all such Proceeds shall be held in trust by the relevant Loan Party for and as the property of the Collateral Agent for the benefit of the Finance Parties and shall not be commingled with any other funds or property of any Loan Party; provided, however, that after an Event of Default that gave rise to the application of this Section has been cured or waived and until another Event of Default shall occur, all collected funds on deposit in the Cash Proceeds Account, or so much thereof as is not required to make payment of the Finance Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise), shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the applicable Loan Party or its order. Each Loan Party hereby irrevocably consents and agrees to such disbursement. Each Loan Party hereby irrevocably authorizes and empowers the Collateral Agent, its officers, employees and authorized agents agents, upon the occurrence and during the continuance continuation of an Event of Default and subject to the Intercreditor AgreementDefault, to endorse and sign its name on all checks, drafts, money orders or other media of payment so delivered, and such endorsements or assignments shall, for all purposes, be deemed to have been made by the relevant Loan Party prior to any endorsement or assignment thereof by the Collateral Agent. The Collateral Agent may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.

Deposits to Cash Proceeds Account. Upon the occurrence and during the continuance of a Default or an Event of Default, except as otherwise provided in Section 2.05 or 2.06 hereof and subject to the provisions of the Intercreditor Agreement2.06, each Loan Party shall upon the instruction of the Collateral Agent instruct all Account Debtors and other Persons obligated in respect of its Receivables and other Collateral to make all payments in respect of its Receivables and other Collateral (other than 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) either (i) directly to the Collateral Agent (by instructing that such payments be remitted by direct wire transfer to the Collateral Agent at its address referred to in Section 7.01 set forth on the signature pages hereto or to a post office box which shall be in the name and under the control of the Collateral Agent) or (ii) to one or more other banks in the United States (by instructing that such payments be remitted by direct wire transfer to, or to a post office box which shall be in the name and under the control of, such bank) under an Account Control Agreement duly executed by each relevant Loan Party and such bank or under other arrangements, in form and substance satisfactory to the Collateral Agent, pursuant to which each relevant Loan Party shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral Agent for deposit into the Cash Proceeds Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the Cash Proceeds Account. In addition to the foregoing, each Loan Party agrees that, subject to the Intercreditor Agreement, that if the Proceeds of any Collateral hereunder (other than 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) (including the payments made in respect of Receivables) shall be received by it after the occurrence and during the continuance of a Default or an Event of Default and the receipt of such instructionsDefault, such Loan Party shall as promptly as possible deposit such Proceeds into the Cash Proceeds Account. Until so deposited, all such Proceeds shall be held in trust by the relevant Loan Party for and as the property of the Collateral Agent for the benefit of the Finance Parties and shall not be commingled with any other funds or property of any Loan Party; provided, however, that after an Event of Default that gave rise to the application of this Section has been cured or waived and until another Event of Default shall occur, all collected funds on deposit in the Cash Proceeds Account, or so much thereof as is not required to make payment of the Finance Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise), shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the applicable Loan Party or its order. Each Loan Party hereby irrevocably consents and agrees to such disbursement. Each Loan Party hereby irrevocably authorizes and empowers the Collateral Agent, its officers, employees and authorized agents during the continuance of an Event of Default and subject to the Intercreditor Agreement, to endorse and sign its name on all checks, drafts, money orders or other media of payment so delivered, and such endorsements or assignments shall, for all purposes, be deemed to have been made by the relevant Loan Party prior to any endorsement or assignment thereof by the Collateral Agent. The Collateral Agent may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.

Deposits to Cash Proceeds Account. Upon the request of the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, except as otherwise provided in Section 2.05 or 2.06 hereof and subject to the provisions of the Intercreditor Agreementhereof, each Loan Party shall upon the instruction of the Collateral Agent instruct all Account Debtors and other Persons obligated in respect of its Receivables and other Collateral to make all payments in respect of its Receivables and other Collateral (other than 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) either (i) directly to the Collateral Agent (by instructing that such payments be remitted by direct wire transfer to the Collateral Agent at its address referred to in Section 7.01 hereof or to a post office box which shall be in the name and under the control of the Collateral Agent) or (ii) to one or more other banks in the United States (by instructing that such payments be remitted by direct wire transfer to, or to a post office box which shall be in the name and under the control of, such bank) under an Account Control Agreement duly executed by each relevant Loan Party and such bank or under other arrangements, in form and substance satisfactory to the Collateral Agent, pursuant to which each relevant Loan Party shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral Agent for deposit into the Cash Proceeds Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the Cash Proceeds Account. In addition to the foregoing, each Loan Party agrees that, subject to the Intercreditor Agreement, that if the Proceeds of any Collateral hereunder (other than 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) (including the payments made in respect of Receivables) shall be received by it after the occurrence and during the continuance of an Event of Default and the receipt of such instructionsDefault, such Loan Party shall as promptly as possible deposit such Proceeds into the Cash Proceeds Account. Until so deposited, all such Proceeds shall be held in trust by the relevant Loan Party for and as the property of the Collateral Agent for the benefit of the Finance Secured Parties and shall not be commingled with any other funds or property of any Loan Party; provided, however, that after an Event of Default that gave rise to the application of this Section has been cured or waived and until another Event of Default shall occur, all collected funds on deposit in the Cash Proceeds Account, or so much thereof as is not required to make payment of the Finance Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise), shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the applicable Loan Party or its order. Each Loan Party hereby irrevocably consents and agrees to such disbursement. Each Loan Party hereby irrevocably authorizes and empowers the Collateral Agent, its officers, employees and authorized agents during the continuance of an Event of Default and subject to the Intercreditor Agreement, to endorse and sign its name on all checks, drafts, money orders or other media of payment so delivered, and such endorsements or assignments shall, for all purposes, be deemed to have been made by the relevant Loan Party prior to any endorsement or assignment thereof by the Collateral Agent. The Collateral Agent may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.

Deposits to Cash Proceeds Account. Upon the occurrence and during the continuance of a Default or an Event of Default, except as otherwise provided in Section SECTION 2.05 or 2.06 hereof and subject to the provisions of the Intercreditor Agreement2.06, each Loan Party shall upon U.S. Credit Party, promptly after receiving written instructions from the instruction of the U.S. Collateral Agent to do so, shall instruct all Account Debtors and other Persons obligated in respect of its Receivables and other Collateral to make all payments in respect of its Receivables and other Collateral (other than 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) either (i) directly to the U.S. Collateral Agent (by instructing that such payments be remitted by direct wire transfer to the U.S. Collateral Agent at its address referred to in Section SECTION 7.01 or to a post office box which shall be in the name and under the control of the U.S. Collateral Agent) or (ii) to one or more other banks in the United States (by instructing that such payments be remitted by direct wire transfer to, or to a post office box which shall be in the name and under the control of, such bank) under an Account Control Agreement duly executed by each relevant Loan U.S. Credit Party and such bank or under other arrangements, in form and substance satisfactory to the U.S. Collateral Agent, pursuant to which each relevant Loan U.S. Credit Party shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the U.S. Collateral Agent for deposit into the Cash Proceeds Account or as the U.S. Collateral Agent may otherwise instruct such bank. All such payments made to the U.S. Collateral Agent shall be deposited in the Cash Proceeds Account. In addition to the foregoing, each Loan U.S. Credit Party agrees that, subject to the Intercreditor Agreement, that if the Proceeds of any Collateral hereunder (other than 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) (including the payments made in respect of Receivables) shall be received by it after the occurrence and during the continuance of a Default or an Event of Default and the receipt of such instructionsthe U.S. Collateral Agent's written instructions pursuant to the first sentence of this clause (b), such Loan U.S. Credit Party shall as promptly as possible deposit such Proceeds into the Cash Proceeds Account. Until so deposited, all such Proceeds shall be held in trust by the relevant Loan U.S. Credit Party for and as the property of the U.S. Collateral Agent for the benefit of the Finance Parties and shall not be commingled with any other funds or property of any Loan U.S. Credit Party; providedPROVIDED, however, that after until a Default or an Event of Default that gave rise shall occur and receipt of the U.S. Collateral Agent's written instructions pursuant to the application first sentence of this Section has been cured or waived and until another Event of Default shall occurclause (b), all collected funds on deposit in the Cash Proceeds Account, or so much thereof as is not required to make payment of the Finance Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise), shall be withdrawn by the U.S. Collateral Agent on the next Business Day following the day on which the U.S. Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the applicable Loan Party Borrowers or its order. Each Loan U.S. Credit Party hereby irrevocably consents and agrees to such disbursement. Each Loan After satisfaction of the conditions specified in this clause (b), each U.S. Credit Party hereby irrevocably authorizes and empowers the U.S. Collateral Agent, its officers, employees and authorized agents during the continuance of an Event of Default and subject to the Intercreditor Agreement, to endorse and sign its name on all checks, drafts, money orders or other media of payment so delivered, and such endorsements or assignments shall, for all purposes, be deemed to have been made by the relevant Loan U.S. Credit Party prior to any endorsement or assignment thereof by the U.S. Collateral Agent. The U.S. Collateral Agent may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.