Common use of Deposits to Collection Accounts; U.S. Concentration Account; Operating Accounts Clause in Contracts

Deposits to Collection Accounts; U.S. Concentration Account; Operating Accounts. (i) Upon the effectiveness of this Agreement and except as otherwise provided in subsection (c) of this Section, each U.S. Loan Party shall instruct each Account Debtor to make (or continue to make) all payments in respect of Receivables and other Collateral owed to such U.S. Loan Party by such Account Debtor to one or more Collection Accounts (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, the bank maintaining the relevant Collection Account or in such other manner as shall be reasonably acceptable to the Collateral Agent). In addition to the foregoing, each U.S. Loan Party agrees that if the Proceeds of any Collateral (including the payments made in respect of any Receivables) shall be received by it after the effective date of this Agreement, such U.S. Loan Party shall except to the extent otherwise provided in subsection (c)(ii) of this Section, promptly deposit such Proceeds into a Collection Account. Until so deposited, all such Proceeds shall be held in trust by the relevant U.S. Loan Party for and as the property of the Collateral Agent for the benefit of the Secured Parties and shall not be commingled with any other funds or property of any U.S. Loan Party. Upon or prior to the establishment of any Collection Account, the applicable U.S. Loan Party shall notify the Collateral Agent of the location, account name and account number of such Collection Account and shall deliver to the Collateral Agent an Account Control Agreement with respect to such Collection Account duly executed by such U.S. Loan Party and the bank maintaining such Collection Account, which shall be in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent may (among other things) instruct such bank (and such bank shall have agreed) to remit all collected funds in such Collection Account on each Business Day to the U.S. Concentration Account or as the Collateral Agent may otherwise instruct such bank; it being understood that the Collateral Agent may only give such instructions for so long as a Cash Dominion Event exists. (ii) Upon or prior to the establishment of the U.S. Concentration Account or the U.S. Cash Proceeds Account, the applicable U.S. Loan Party shall notify the Collateral Agent of the location, account name and account number of the U.S. Concentration Account or the U.S. Cash Proceeds Account (as applicable) and shall deliver to the Collateral Agent an Account Control Agreement with respect to the U.S. Concentration Account or the U.S. Cash Proceeds Account (as applicable) duly executed by such U.S. Loan Party and the bank maintaining the U.S. Concentration Account or the U.S. Cash Proceeds Account (as applicable), in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent may (among other things) instruct such bank (and such bank shall have agreed) to remit all collected funds in respect of such payments on each Business Day directly to the Collateral Agent for deposit into the U.S. Cash Proceeds Account or as the Collateral Agent may otherwise instruct such bank, it being agreed that the Collateral Agent may only give such instructions for so long as a Cash Dominion Event exists.

Deposits to Collection Accounts; U.S. Concentration Account; Operating Accounts. (i) Upon the effectiveness of this Agreement and except as otherwise provided in subsection (c) of this Section, each U.S. Loan Party shall instruct each Account Debtor to make (or continue to make) all payments in respect of Receivables and other Collateral owed to such U.S. Loan Party by such Account Debtor to one or more Collection Accounts (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, the bank maintaining the relevant Collection Account or in such other manner as shall be reasonably acceptable to the Collateral Agent). In addition to the foregoing, each U.S. Loan Party agrees that if the Proceeds of any Collateral (including the payments made in respect of any Receivables) shall be received by it after the effective date of this Agreement, such U.S. Loan Party shall except to the extent otherwise provided in subsection (c)(ii) of this Section, promptly deposit such Proceeds into a Collection Account. Until so deposited, all such Proceeds shall be held in trust by the relevant U.S. Loan Party for and as the property of the Collateral Agent for the benefit of the Secured Parties and shall not be commingled with any other funds or property of any U.S. Loan Party. Upon or prior to the establishment of any Collection Account, the applicable U.S. Loan Party shall notify the Collateral Agent of the location, account name and account number of such Collection Account and shall deliver to the 1822044.7 14 Collateral Agent an Account Control Agreement with respect to such Collection Account duly executed by such U.S. Loan Party and the bank maintaining such Collection Account, which shall be in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent may (among other things) instruct such bank (and such bank shall have agreed) to remit all collected funds in such Collection Account on each Business Day to the U.S. Concentration Account or as the Collateral Agent may otherwise instruct such bank; it being understood that the Collateral Agent may only give such instructions for so long as a Cash Dominion Event exists. (ii) Upon or prior to the establishment of the U.S. Concentration Account or the U.S. Cash Proceeds Account, the applicable U.S. Loan Party shall notify the Collateral Agent of the location, account name and account number of the U.S. Concentration Account or the U.S. Cash Proceeds Account (as applicable) and shall deliver to the Collateral Agent an Account Control Agreement with respect to the U.S. Concentration Account or the U.S. Cash Proceeds Account (as applicable) duly executed by such U.S. Loan Party and the bank maintaining the U.S. Concentration Account or the U.S. Cash Proceeds Account (as applicable), in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent may (among other things) instruct such bank (and such bank shall have agreed) to remit all collected funds in respect of such payments on each Business Day directly to the Collateral Agent for deposit into the U.S. Cash Proceeds Account or as the Collateral Agent may otherwise instruct such bank, it being agreed that the Collateral Agent may only give such instructions for so long as a Cash Dominion Event exists.