Common use of Lockbox System Clause in Contracts

Lockbox System. Each Term Agent, for itself and on behalf of its Related Secured Parties, acknowledges that, under the terms of the ABL Documents, Grantors are or may be required to ensure that all payments on Accounts constituting ABL Priority Collateral, or on other ABL Priority Collateral, are made to Deposit Accounts or lockboxes related thereto that constitute ABL Priority Collateral, and agrees that, notwithstanding anything to the contrary set forth herein, no ABL Secured Party shall have any duty, responsibility or obligation to any Term Secured Party with respect to such Deposit Accounts or lockboxes, including no obligation to pay over to any Term Secured Party any payments received into any such Deposit Account or lockbox at any time. Each Term Agent, for itself and on behalf of its Related Secured Parties, agrees that to the extent that Proceeds of any Term Priority Collateral are deposited into any Deposit Accounts or lockboxes and are subsequently applied to repay or prepay the ABL Obligations, in the absence of the ABL Agent’s willful misconduct or gross negligence (such absence to be presumed unless otherwise determined by a final, non-appealable judgment of a court of competent jurisdiction), the sole remedy of the Term Secured Parties with regard to such Proceeds shall be to proceed directly against the Grantors unless, prior to the time such proceeds are applied to repay or prepay the ABL Obligations, the ABL Agent has actually received a Notification of Proceeds. For purposes of the foregoing, a “Notification of Proceeds” means a notice in writing from any Term Agent or any Grantor to the ABL Agent containing the following information: (a) the Term Priority Collateral being sold or otherwise Disposed; (b) the proposed date of the sale or other Disposition; (c) the approximate amount of Proceeds therefrom; and (d) the name and contact information of the buyer or transferee of such Term Priority Collateral or, in the case of an auction, of the auctioneer.

Lockbox System. Each The Term Agent, for itself and on behalf of its Related the other Term Secured Parties, acknowledges that, under the terms of the ABL Documents, Grantors are or may be required to ensure that all payments on Accounts constituting ABL Priority Collateral, or on other ABL Priority Collateral, are made to Deposit Accounts or lockboxes related thereto that constitute ABL Priority Collateral, and agrees that, notwithstanding anything to the contrary set forth herein, no ABL Secured Party shall have any duty, responsibility or obligation to any Term Secured Party with respect to such Deposit Accounts or lockboxes, including no obligation to pay over to any Term Secured Party any payments received into any such Deposit Account or lockbox at any time. Each The Term Agent, for itself and on behalf of its Related the other Term Secured Parties, agrees that to the extent that Proceeds of any Term Priority Collateral are deposited into any Deposit Accounts or lockboxes and are subsequently applied to repay or prepay the ABL Obligations, in the absence of the ABL Agent’s willful misconduct or gross negligence (such absence to be presumed unless otherwise determined by a final, non-appealable judgment of a court of competent jurisdiction), the sole remedy of the Term Secured Parties with regard to such Proceeds shall be to proceed directly against the Grantors unless, prior to the time such proceeds are applied to repay or prepay the ABL Obligations, the ABL Agent has actually received a Notification of Proceeds. For purposes of the foregoing, a “Notification of Proceeds” means a notice in writing from any the Term Collateral Agent or any Grantor to the ABL Agent containing the following information: (a) the Term Priority Collateral being sold or otherwise Disposed; (b) the proposed date of the sale or other Disposition; (c) the approximate amount of Proceeds therefrom; and (d) the name and contact information of the buyer or transferee of such Term Priority Collateral or, in the case of an auction, of the auctioneer.

Lockbox System. Each Term (i) Solely to the extent required under subsection 8.18(a) of the Credit Agreement, on or prior to the date required pursuant to such subsection 8.18(a), each Grantor shall (subject to subsection 8.18(a) of the Credit Agreement) establish or cause to be established in the name of the Administrative Agent, and subject to the control of the Administrative Agent pursuant to the Lockbox Agreements, for itself the benefit of the Administrative Agent and the other Secured Parties, the Lockbox System into which the Proceeds of all Accounts Receivable of such Grantor (except as permitted under and in accordance with subsection 8.18(a) of the Credit Agreement) shall be deposited and forwarded to the Collateral Account Bank in accordance with and to the extent and when required under the Lockbox Agreements. On or after the date, if any, on which such Grantor is required to establish any Lockbox System, for so long as such Grantor is required to maintain such system (subject to subsection 8.18(a) of the Credit Agreement), (x) such Grantor shall ensure that all account debtors in respect of the Accounts Receivable of such Grantor payable in Dollars shall have been given instructions reasonably satisfactory to the Administrative Agent directing such account debtors to make all payments on such Accounts Receivable by means of deposits into the Lockbox System, (y) without the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld), such Grantor shall not, in a manner materially adverse to the Secured Parties, change the form of any such instructions given to account debtors, and (z) unless and until the Administrative Agent shall have advised such Grantor to the contrary, such Grantor shall, and the Administrative Agent hereby authorizes such Grantor to, enforce and collect all amounts owing on the Accounts Receivable of such Grantor, for the benefit and on behalf of its Related the Administrative Agent and the other Secured Parties; provided, acknowledges thathowever, under that such privilege shall automatically be suspended upon the terms occurrence and during the continuance of an Event of Default specified in subsection 9(f) of the ABL Documents, Grantors are or may be required to ensure that all payments on Accounts constituting ABL Priority Collateral, or on other ABL Priority Collateral, are made to Deposit Accounts or lockboxes related thereto that constitute ABL Priority Collateral, and agrees that, notwithstanding anything to the contrary set forth herein, no ABL Secured Party shall have any duty, responsibility or obligation to any Term Secured Party Credit Agreement with respect to such Deposit Grantor and may at the option of the Administrative Agent be terminated upon the occurrence and during the continuance of any other Event of Default. (ii) All Proceeds of Accounts Receivable of such Grantor which have been received on any Business Day through the Lockbox System will be transferred into the Collateral Proceeds Account of such Grantor on such Business Day to the extent required by the applicable Lockbox Agreement. All Proceeds of such Accounts Receivable received on any Business Day by the Collateral Account Bank pursuant to paragraph (b) above will be transferred into such Collateral Proceeds Account on such Business Day. Such Collateral Proceeds Account is, and shall remain, under the sole dominion and control of the Administrative Agent. Each Grantor acknowledges and agrees that (A) except as provided in clause (d) below, such Grantor has no right of withdrawal from its Collateral Proceeds Account, (B) the funds on deposit in its Collateral Proceeds Account shall be collateral security for all of its Obligations and (C) upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s election, the funds on deposit in its Collateral Proceeds Account may be applied by the Administrative Agent to the payment of its Obligations then due and owing, such application to be made in the order of priority set forth in subsection 6.5 hereof. (iii) Notwithstanding the other provisions of this subsection 6.1(c), in the event that Holding or lockboxesany of its Subsidiaries shall enter into a Permitted Receivables Transaction, including such Grantor shall have no obligation to pay over establish or maintain any Lockbox System, and the Administrative Agent shall take all such actions and execute and deliver all such releases, termination agreements, and other documents and instruments as may be necessary or reasonably requested by such Grantor to evidence and provide for the termination of any Term Secured Party any payments received Lockbox System then in existence; provided that such Grantor shall take all reasonable actions and make all reasonable alternative arrangements as the Administrative Agent may reasonably request to provide for the periodic deposit into any the Collateral Proceeds Account of such Deposit Account or lockbox at any time. Each Term Agent, for itself and on behalf Grantor of its Related Secured Parties, agrees that to the extent that Proceeds of any Term Priority all Accounts Receivable of such Grantor constituting Collateral are deposited into any Deposit Accounts or lockboxes and are subsequently applied to repay or prepay the ABL Obligations, in the absence of the ABL Agent’s willful misconduct or gross negligence (such absence to be presumed unless otherwise determined by a final, non-appealable judgment of a court of competent jurisdiction), the sole remedy of the Term Secured Parties with regard to after such Proceeds shall be have been received by such Grantor, and for the Administrative Agent to proceed directly against the Grantors unless, have a commercially reasonable degree of control over such Proceeds prior to the time deposit thereof into such proceeds are applied to repay or prepay the ABL Obligations, the ABL Agent has actually received a Notification of Proceeds. For purposes of the foregoing, a “Notification of Proceeds” means a notice in writing from any Term Agent or any Grantor to the ABL Agent containing the following information: (a) the Term Priority Collateral being sold or otherwise Disposed; (b) the proposed date of the sale or other Disposition; (c) the approximate amount of Proceeds therefrom; and (d) the name and contact information of the buyer or transferee of such Term Priority Collateral or, in the case of an auction, of the auctioneerAccount.

Lockbox System. Each Term AgentThe Note Collateral Agent and any Crack Spread Hedging Secured Party, for itself and on behalf of its Related itself and the Non-ABL Secured PartiesParties it represents, hereby acknowledges that, under the terms of the ABL Revolving Documents, Grantors are or may be required to ensure that all payments on Accounts constituting ABL Priority Collateral, or on other ABL Priority Collateral, are made to Deposit Accounts or lockboxes related thereto that constitute ABL Priority Collateral, and agrees that, notwithstanding anything to the contrary set forth herein, no ABL Revolving Secured Party shall have any duty, responsibility or obligation to any Term such Non-ABL Secured Party with respect to such Deposit Accounts or lockboxes, including no obligation to pay over to any Term such Non-ABL Secured Party any payments received into any such Deposit Account or lockbox at any time. Each Term Agent; provided, for itself and on behalf of its Related Secured Parties, agrees that to the extent that Proceeds of any Term Non-ABL Priority Collateral are deposited into any such Deposit Accounts or lockboxes and (a) are subsequently applied to repay or prepay the ABL ObligationsRevolving Obligations or (b) are included in the borrowing base under the Revolving Credit Agreement for purposes of determining availability thereunder, in the absence of the ABL Revolving Collateral Agent’s fraudulent conduct, willful misconduct or gross negligence (such absence to be presumed unless otherwise determined by a final, non-appealable judgment of a court of competent jurisdiction)negligence, the sole remedy of the Term Non-ABL Secured Parties with regard to such Proceeds shall be to proceed directly against the Grantors unless, (i) in the case of clause (a) above, prior to the time such proceeds are applied to repay or prepay the ABL ObligationsRevolving Obligations and (ii) in the case of clause (b) above, prior to the lenders under the Revolving Credit Agreement having made any credit extension thereunder, or foregone the exercise of any of their rights or remedies thereunder, in reliance on such Proceeds being included in such borrowing base, the ABL Revolving Collateral Agent has actually received a Notification of Proceeds. For purposes of the foregoing, a “Notification of Proceeds” means a notice in writing from any Term the Note Collateral Agent or any Grantor to the ABL Revolving Collateral Agent containing the following information: (ai) the Term Non-ABL Priority Collateral being sold or otherwise Disposedtransferred; (bii) the proposed date of the sale or other Dispositiontransfer; (ciii) the approximate amount of Proceeds therefromsale price; and (div) the name and contact information of the buyer or transferee of such Term Non-ABL Priority Collateral or, in the case of an auction, of the auctioneer.