Common use of Lien on Deposit Accounts Clause in Contracts

Lien on Deposit Accounts. As additional security for the payment and performance of the Obligations, each Credit Party hereby grants to Agent, for the benefit of itself as Agent and for the Pro Rata benefit of Lenders, a continuing security interest in and Lien upon, and hereby collaterally assigns to Agent, all of such Credit Party’s right, title and interest in and to each Deposit Account of such Credit Party (other than Excluded Cash Accounts) and in and to any deposits or other sums at any time credited to each such Deposit Account, including any sums in any blocked account or any special lockbox account and in the accounts in which sums are deposited. In connection with the foregoing, each Credit Party hereby authorizes and directs each such bank or other depository to pay or deliver to Agent upon its written demand therefor made at any time upon the occurrence and during the continuation of an Event of Default and without further notice to such Credit Party (such notice being hereby expressly waived), all balances in each Deposit Account maintained by Credit Party with such depository for application to the Obligations then outstanding, and the rights given Agent in this Section 6.4 shall be cumulative with and in addition to Agent’s other rights and remedies in regard to the foregoing Property as proceeds of Collateral. Each Credit Party hereby irrevocably appoints Agent as such Credit Party’s attorney-in-fact to, following the occurrence and during the continuance of an Event of Default, collect any and all such balances to the extent any such payment is not made to Agent by such bank or other depository after demand thereon is made by Agent pursuant hereto.

Lien on Deposit Accounts. As additional security for the payment and performance of the Obligations, each Credit Party Obligor hereby grants to Agent, for the benefit of itself as Agent and for the Pro Rata benefit of LendersSecured Parties, a continuing security interest in and Lien upon, and hereby collaterally assigns to Agent, upon all of such Credit PartyObligor’s right, title and interest in and to each Deposit Account of such Credit Party (other than Excluded Cash Accounts) Obligor and in and to any deposits or other sums at any time credited to each such Deposit Account, including any sums in any blocked account or any special lockbox account and in the accounts in which sums are deposited, but excluding (i) Deposit Accounts solely holding cash collateral permitted as a Lien under Section 10.2.5(viii), (ii) Deposit Accounts exclusively used for worker’s compensation programs, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of such Obligor’s employees, and (iii) other Deposit Accounts containing from time to time no more than $100,000. In connection with the foregoing, each Credit Party Obligor hereby authorizes and directs each such bank or other depository to pay or deliver to Agent upon its written demand therefor made at any time upon the occurrence and during the continuation of that an Event of Default exists and without further notice to such Credit Party Obligor (such notice being hereby expressly waived), all balances in each Deposit Account maintained by Credit Party such Obligor with such depository for application to the Obligations then outstanding, and the rights given Agent in this Section 6.4 shall be cumulative with and in addition to Agent’s other rights and remedies in regard to the foregoing Property as proceeds of Collateral. Each Credit Party Obligor hereby irrevocably appoints Agent as such Credit PartyObligor’s attorney-in-fact to, following the occurrence and during the continuance of at any time that an Event of Default, Default exists to collect any and all such balances to the extent any such payment is not made to Agent by such bank or other depository after demand thereon is made by Agent pursuant hereto.

Lien on Deposit Accounts. As additional security for the payment and performance of the Obligations, each Credit Party Borrower hereby grants to Agent, for the benefit of itself as Agent and for the Pro Rata benefit of Lenders, Lender a continuing security interest in and Lien upon, and hereby collaterally assigns to Agent, upon all of such Credit PartyBorrower’s right, title and interest in and to each Deposit Account of such Credit Party (other than Excluded Cash Accounts) Borrower and in and to any deposits or other sums at any time credited to each such Deposit Account, including any sums in any blocked account or any special lockbox account and in the accounts in which sums are deposited, but excluding (i) Deposit Accounts solely holding cash collateral permitted as a Lien under Section 10.2.5(ix), and (ii) Deposit Accounts exclusively used for worker’s compensation programs, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of such Borrower’s employees, and (iii) other Deposit Accounts containing from time to time no more than $100,000. In connection with the foregoing, each Credit Party Borrower hereby authorizes and directs each such bank or other depository to pay or deliver to Agent Lender upon its written demand therefor made at any time upon the occurrence and during the continuation of that an Event of Default exists and without further notice to such Credit Party Borrower (such notice being hereby expressly waived), all balances in each Deposit Account maintained by Credit Party such Borrower with such depository for application to the Obligations then outstanding, and the rights given Agent Lender in this Section 6.4 shall be cumulative with and in addition to AgentLender’s other rights and remedies in regard to the foregoing Property as proceeds of Collateral. Each Credit Party Borrower hereby irrevocably appoints Agent Lender as such Credit PartyBorrower’s attorney-in-fact to, following the occurrence and during the continuance of at any time that an Event of Default, Default exists to collect any and all such balances to the extent any such payment is not made to Agent Lender by such bank or other depository after demand thereon is made by Agent Lender pursuant hereto.

Lien on Deposit Accounts. As additional security for the payment and performance of the Obligations, each Credit Party Borrower hereby grants to Agent, for the benefit of itself as Agent and for the Pro Rata benefit of LendersSecured Parties, a continuing security interest in and Lien upon, and hereby collaterally assigns to Agent, all of such Credit Party’s Borrower's right, title and interest in and to each Deposit Account of such Credit Party (other than Excluded Cash Accounts) Borrower and in and to any deposits or other sums at any time credited to each such Deposit Account, including any sums in any blocked account or any special lockbox account and in the accounts in which sums are deposited. In connection with the foregoing, each Credit Party Borrower hereby authorizes and directs each such bank or other depository to pay or deliver to Agent upon its written demand therefor made at any time upon the occurrence and during the continuation of that an Event of Default exists and without further notice to such Credit Party Borrower (such notice being hereby expressly waived), all balances in each Deposit Account maintained by Credit Party such Borrower with such depository for application to the Obligations then outstanding, and the rights given Agent in this Section 6.4 shall be cumulative with and in addition to Agent’s 's other rights and remedies in regard to the foregoing Property as proceeds of Collateral. Each Credit Party Borrower hereby irrevocably appoints Agent as such Credit Party’s Borrower's attorney-in-fact to, following the occurrence and during the continuance of an Event of Default, to collect any and all such balances to the extent any such payment is not made to Agent by such bank or other depository after demand thereon is made by Agent pursuant hereto.

Lien on Deposit Accounts. As additional security for the payment ------------------------ and performance of the Obligations, each Credit Party Borrower hereby grants to Agent, for the benefit of itself as Agent and for the Pro Rata benefit of Lenders, a continuing security interest in and Lien lien upon, and hereby collaterally assigns to Agent, all of such Credit Party’s Borrower's right, title and interest in and to each Deposit Account of such Credit Party (other than Excluded Cash Accounts) and in and to any deposits or other sums at any time credited to each such Deposit Account, including any sums in any blocked account or any special lockbox account and in the accounts in which sums are depositeddeposited and such blocked accounts and special lockbox accounts. In connection with the foregoing, each Credit Party Borrower hereby authorizes and directs each such bank or other depository to pay or deliver to Agent upon its written demand therefor made at any time upon the occurrence and during the continuation of an Event of Default and without further notice to such Credit Party Borrower (such notice being hereby expressly waived), all balances in each Deposit Account maintained by Credit Party such Borrower with such depository for application to the Obligations then outstanding, and the rights given Agent in this Section 6.4 shall be cumulative with and in addition to Agent’s 's other rights and remedies in regard to the foregoing Property as proceeds of Collateral. Each Credit Party Borrower hereby irrevocably appoints Agent as such Credit Party’s Borrower's attorney-in-fact to, following the occurrence and during the continuance of an Event of Default, to collect any and all such balances to the extent any such payment is not made to Agent by such bank or other depository after demand thereon is made by Agent pursuant hereto.

Lien on Deposit Accounts. During an Activation Period, Borrowers shall comply with the terms and provisions set forth in this Section 6.2. As additional security for the payment and performance of the Obligations, each Credit Party Borrower hereby grants to Agent, for the benefit of itself as Agent and for the Pro Rata benefit of Lenders, a continuing security interest in and Lien upon, and hereby collaterally assigns to Agent, all of such Credit PartyBorrower’s right, title and interest in and to each Deposit Account of such Credit Party (other than Excluded Cash Accounts) Borrower and in and to any deposits or other sums at any time credited to each such Deposit Account, including any sums in any blocked account or any special lockbox account and in the accounts in which sums are deposited. In connection with the foregoing, each Credit Party Borrower hereby authorizes and directs each such bank or other depository to pay or deliver to Agent upon its written demand therefor made at any time upon the occurrence and during the continuation of an Event of Default and without further notice to such Credit Party Borrower (such notice being hereby expressly waived), all balances in each Deposit Account maintained by Credit Party Borrower with such depository for application to the Obligations then outstanding, and the rights given Agent in this Section 6.4 6.2 shall be cumulative with and in addition to Agent’s other rights and remedies in regard to the foregoing Property Deposit Accounts, Cash and Cash Equivalents as proceeds of Collateral. Each Credit Party Upon the occurrence and during the continuation of an Event of Default, each Borrower hereby irrevocably appoints Agent as such Credit PartyBorrower’s attorney-in-fact to, following the occurrence and during the continuance of an Event of Default, to collect any and all such balances to the extent any such payment is not made to Agent by such bank or other depository after demand thereon is made by Agent pursuant hereto.

Lien on Deposit Accounts. As additional security for the payment Full Payment and performance of the Obligations, each Credit Party Borrower hereby grants to Agent, for the benefit of itself as Agent and for the Pro Rata benefit of Lenders, Lender a continuing security interest in and Lien upon, and hereby collaterally assigns to AgentLender, all of such Credit Party’s Borrower's right, title and interest in and to each Deposit Account of such Credit Party (other than Excluded Cash Accounts) and in and to any all deposits or other sums at any time credited to each such Deposit Account, including any sums in any blocked account or any special lockbox account and in the accounts in which sums are depositeddeposited from such blocked accounts and special lockbox accounts. In connection with the foregoing, each Credit Party Borrower hereby authorizes and directs each such bank or other depository to pay or deliver to Agent Lender upon its written demand therefor made at any time upon the occurrence and during the continuation of an Event of Default and without further notice to such Credit Party Borrowers (such notice being hereby expressly waived), all balances in each Deposit Account maintained by Credit Party such Borrower with such depository for application to the Obligations then outstandingoutstanding or as described in the Financing Orders, and the rights given Agent Lender in this Section 6.4 shall be cumulative with and in addition to Agent’s Lender's other rights and remedies in regard to the foregoing Property as proceeds of Collateral. Each Credit Party Borrower hereby irrevocably appoints Agent Lender as such Credit Party’s Borrower's attorney-in-fact to, following the occurrence and during the continuance of an Event of Default, to collect any and all such balances to the extent any such payment is not made to Agent Lender by such bank or other depository after demand thereon is made by Agent Lender pursuant hereto.

Lien on Deposit Accounts. As additional security for the payment and performance of the Obligations, each Credit Party (a) Each U.S. Obligor hereby further grants to Agent, for the benefit of itself as Agent Secured Parties, in order to secure the prompt payment and for performance of the Pro Rata benefit of LendersSecured Obligations, a continuing security interest in and Lien upon, and hereby collaterally assigns to Agent, upon all of such Credit PartyU.S. Obligor’s right, title and interest in and to each Deposit Account of such Credit Party (other than Excluded Cash Accounts) U.S. Obligor and in and to any deposits or other sums at any time credited to each any such Deposit Account, including any sums in any blocked account or lockbox accounts or in any special lockbox account and in the accounts in into which such sums are depositedswept. In connection with the foregoing, each Credit Party hereby Each U.S. Obligor authorizes and directs each such depository bank or other depository at which a Dominion Account is maintained to pay or deliver to the Agent upon its written demand therefor therefor, made at any time upon the occurrence and during the continuation of an that a Springing Dominion Event of Default occurs and without further notice to such Credit Party U.S. Obligor (such notice being hereby expressly waived), all balances in each Deposit Dominion Account maintained by Credit Party such U.S. Obligor with such depository bank for application to the applicable Borrower Group Obligations then outstanding, and outstanding in accordance with Section 8.2.4 of the rights given Agent in this Section 6.4 shall be cumulative with and in addition to Agent’s other rights and remedies in regard to the foregoing Property as proceeds of CollateralLoan Agreement. Each Credit Party hereby U.S. Obligor irrevocably appoints Agent as such Credit PartyU.S. Obligor’s attorney-in-attorney in fact to, following the occurrence and during the continuance of an Event of Default, to collect any and all such balances to the extent any such payment delivery is not made so made. (b) U.S. Obligors shall take all commercially reasonable actions necessary to establish Agent’s control (as defined under Section 9-104 of the UCC) of each such Deposit Account (other than any account exclusively used for payroll, payroll taxes, employee benefits, workers’ compensation claims, prepaid insurance, or any account containing not more than $250,000 at any time). Only one U.S. Obligor shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Agent) to have control over a Deposit Account or any Property deposited therein. Each U.S. Obligor shall notify Agent by such bank on a monthly basis of any opening or other depository after demand thereon is made by Agent pursuant heretoclosing of a Deposit Account and, with the consent of Agent, will amend, or cause the U.S. Borrowers to amend, Schedule 8.5 to the Loan Agreement to reflect the same.

Lien on Deposit Accounts. As additional security for the payment and performance of the Obligations, each Credit Party Borrower hereby grants to Agent, for the benefit of itself as Agent and for the Pro Rata benefit of Lendersthe Secured Parties, a continuing security interest in and Lien upon, and hereby collaterally assigns to Agent, all of such Credit PartyBorrower’s right, title and interest in and to each Deposit Account of such Credit Party (other than Excluded Cash Accounts) Borrower and in and to any deposits or other sums at any time credited to each such Deposit Account, including any sums in any blocked account or any special lockbox account and in the accounts in which sums are deposited. In connection with the foregoing, each Credit Party Borrower hereby authorizes and directs each such bank or other depository to pay or deliver to Agent upon its written demand therefor made at any time upon the occurrence and during the continuation of an Event of Default and without further notice to such Credit Party Borrower (such notice being hereby expressly waived), all balances in each Deposit Account maintained by Credit Party Borrower with such depository for application to the Obligations then outstanding, and the rights given Agent in this Section 6.4 shall be cumulative with and in addition to Agent’s other rights and remedies in regard to the foregoing Property as proceeds of Collateral. Each Credit Party Borrower hereby irrevocably appoints Agent as such Credit PartyBorrower’s attorney-in-fact to, following the occurrence and during the continuance of an Event of Default, to collect any and all such balances to the extent any such payment is not made to Agent by such bank or other depository after demand thereon is made by Agent pursuant hereto.

Lien on Deposit Accounts. As additional security for the payment and performance of the Obligations, each Credit Party Borrower hereby grants to Agent, for the benefit of itself as Agent and for the Pro Rata benefit of LendersSecured Parties, a continuing security interest in and Lien upon, and hereby collaterally assigns to Agent, upon all of such Credit PartyBorrower’s right, title and interest in and to each Deposit Account of such Credit Party Borrower (other than Excluded the Insurance Cash AccountsCollateral Account) and in and to any deposits or other sums at any time credited to each such Deposit Account, including any sums in any blocked account or any special lockbox account and in the accounts in which sums are deposited. In connection with the foregoing, each Credit Party Borrower hereby authorizes and directs each such bank or other depository to pay or deliver to Agent upon its written demand therefor made at any time upon the occurrence and during the continuation of that an Event of Default exists and without further notice to such Credit Party Borrower (such notice being hereby expressly waived), all balances in each such Deposit Account maintained by Credit Party such Borrower with such depository for application to the Obligations then outstanding, and the rights given Agent in this Section 6.4 shall be cumulative with and in addition to Agent’s other rights and remedies in regard to the foregoing Property as proceeds of Collateral. Each Credit Party Borrower hereby irrevocably appoints Agent as such Credit PartyBorrower’s attorney-in-fact to, following the occurrence and during the continuance of an Event of Default, to collect any and all such balances to the extent any such payment is not made to Agent by such bank or other depository after demand thereon is made by Agent pursuant hereto.

Lien on Deposit Accounts. As additional security for the payment and performance of the Obligations, each Credit Party Borrower hereby grants to Administrative Agent, for the benefit of itself as Agent and for the Pro Rata benefit of LendersSecured Parties, a continuing security interest in and Lien upon, and hereby collaterally assigns to Agent, upon all of such Credit PartyBorrower’s right, title and interest in and to each Deposit Account of such Credit Party (other than Excluded Cash Accounts) Borrower and in and to any deposits or other sums at any time credited to each such Deposit Account, including any sums in any blocked account or any special lockbox account and in the accounts in which sums are deposited. In connection with the foregoing, each Credit Party Borrower hereby authorizes and directs each such bank or other depository to pay or deliver to Administrative Agent upon its written demand therefor made at any time upon the occurrence and during the continuation of that an Event of Default exists (except as otherwise provided in Section 8.2.5 hereof) and without further notice to such Credit Party Borrower (such notice being hereby expressly waived), all balances in each Deposit Account maintained by Credit Party such Borrower with such depository for application to the Obligations then outstanding, and the rights given Administrative Agent in this Section 6.4 shall be cumulative with and in addition to Administrative Agent’s other rights and remedies in regard to the foregoing Property as proceeds of Collateral. Each Credit Party Borrower hereby irrevocably appoints Administrative Agent as such Credit PartyBorrower’s attorney-in-fact to, following the occurrence and during the continuance existence of an any Event of Default, Default to collect any and all such balances to the extent any such payment is not made to Administrative Agent by such bank or other depository after demand thereon is made by Agent pursuant hereto.

Lien on Deposit Accounts. As additional security for the payment and performance of the Obligations, each Credit Party hereby grants to Agent, for the benefit of itself as Agent and for the Pro Rata benefit of Lenders, a continuing security interest in and Lien upon, and hereby collaterally assigns to Agent, all of such Credit Party’s 's right, title and interest in and to each Deposit Account of such Credit Party (other than Excluded Cash Accounts) and in and to any deposits or other sums at any time credited to each such Deposit Account, including any sums in any blocked account or any special lockbox account and in the accounts in which sums are deposited. In connection with the foregoing, each Credit Party hereby authorizes and directs each such bank or other depository to pay or deliver to Agent upon its written demand therefor made at any time upon the occurrence and during the continuation of an Event of Default and without further notice to such Credit Party (such notice being hereby expressly waived), all balances in each Deposit Account maintained by Credit Party with such depository for application to the Obligations then outstanding, and the rights given Agent in this Section 6.4 shall be cumulative with and in addition to Agent’s 's other rights and remedies in regard to the foregoing Property as proceeds of Collateral. Each Credit Party hereby irrevocably appoints Agent as such Credit Party’s 's attorney-in-fact to, following the occurrence and during the continuance of an Event of Default, collect any and all such balances to the extent any such payment is not made to Agent by such bank or other depository after demand thereon is made by Agent pursuant hereto.