Net Cash Proceeds Account Sample Clauses

Net Cash Proceeds Account. Subject to the terms of the Intercreditor Agreement, the Net Cash Proceeds of any Pari Passu Priority Collateral arising from an Asset Sale or Casualty Event by the Designated Company or any Subsidiary Guarantor which Net Cash Proceeds are being reinvested in accordance with Sections 2.10(c) or (e), respectively, shall be deposited in one or more Net Cash Proceeds Accounts pending final application of such proceeds (and any products of such proceeds) in accordance with the terms hereof (provided that prior to such final application, and without affecting the Co-Borrowers’ obligations under Sections 2.10(c) and (e), such proceeds may be utilized to make repayments of the Revolving Credit Loans without reducing Revolving Credit Commitments).
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Net Cash Proceeds Account. All Cash received by the Company or its subsidiaries as Net Cash Proceeds from an Asset Sale or as Insurance Proceeds shall be deposited in the Net Cash Proceeds Account, in which account there shall be, subject to the lien subordination provisions set forth in the Intercreditor Agreement, the Collateral Documents and Section 4.6, a perfected security interest in favor of the Collateral Agent for the benefit of the Secured Creditors. The funds from time to time on deposit in the Net Cash Proceeds Account may be disbursed from such account only for the purposes and in the manner provided for in the Intercreditor Agreement, the Security Agreement, the Bank Credit Facilities and this Indenture.
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Net Cash Proceeds Account. Subject to the terms of the Intercreditor Agreement, the Net Cash Proceeds of any Term Loan Priority Collateral arising from an Asset Sale or Casualty Event which Net Cash Proceeds are being reinvested in accordance with Sections 2.10(c) or (f), respectively, shall be deposited in one or more Net Cash Proceeds Accounts pending final application of such proceeds (and any products of such proceeds) in accordance with the terms hereof (provided that prior to such final application, and without affecting the Borrowers’ obligations under Sections 2.10(c) and (f), such proceeds may be utilized to make repayments of the Revolving Credit Loans without reducing Revolving Credit Commitments).
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Net Cash Proceeds Account. All Cash or Cash Equivalents received by the Company or its Subsidiaries as Net Cash Proceeds from any Asset Sale or as Insurance and Condemnation Proceeds shall be deposited in the Net Cash Proceeds Account, in which account there shall be, subject to the lien priority provisions set forth in the Intercreditor Agreement, the Security Documents and Section 4.6, a perfected security interest in favor of the Collateral Agent for the benefit of the Secured Creditors. As long as no Default or Event of Default exists, the funds from time to time on deposit in the Net Cash Proceeds Account may, subject to the requirement of the immediately succeeding sentence, be disbursed
Sample 1Sample 2
Net Cash Proceeds Account. All Cash received by the Company or its subsidiaries as Net Cash Proceeds from an Asset Sale or as Insurance Proceeds shall be deposited in the Net Cash Proceeds Account, in which account there shall be, subject to the lien subordination provisions set forth in the Intercreditor Agreement, the Collateral Documents and Section 4.6, a perfected security interest in favor of (i) the Collateral Agent for the benefit of the Bank Lenders as security for the prompt and complete payment and performance in full of the obligations under the Bank Credit Facilities, and (ii) the Holders, without preference, priority, or distinction of any Holder over any other Holder by reason of difference in time of issuance, sale or otherwise, as security for the prompt and complete payment and performance in full of the Indenture Obligations. The funds from time to time on deposit in the Net Cash Proceeds Account may be disbursed from such account only for the purposes and in the manner provided for in the Intercreditor Agreement, the Security Agreement, the Bank Credit Facilities and this Indenture.
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Net Cash Proceeds Account. All Cash or Cash Equivalents received by the Borrower or its Subsidiaries as Net Cash Proceeds from any Asset Sale or as Insurance and Condemnation Proceeds shall be deposited in the Net Cash Proceeds Account, in which account 41 47 there shall be, subject to the lien priority provisions set forth in the Intercreditor Agreement, the Security Documents and Section 4.6, a perfected security interest in favor of the Collateral Agent for the benefit of the Secured Creditors. As long as no Default or Event of Default exists, the funds from time to time on deposit in the Net Cash Proceeds Account may, subject to the requirement of the immediately succeeding sentence, be disbursed from such account for general corporate purposes and to replace, restore, repair or rebuild the respective Collateral. Notwithstanding anything to the contrary contained in the immediately preceding sentence, if the aggregate amount of Insurance and Condemnation Proceeds (for this purpose, excluding proceeds from business interruption insurance) with respect to any single event or series of related events equals or exceeds $1,000,000, then all Insurance and Condemnation Proceeds received from the respective event or series of related events (including proceeds from business interruption insurance) may only be withdrawn from the Net Cash Proceeds Account so long as no Default or Event of Default then exists, (i) in the case of proceeds from business interruption insurance, for general corporate purposes, and (ii) in the case of all other such Insurance and Condemnation Proceeds, (A) within 180 days after the date of the receipt of such proceeds, to commence replacement, restoration, repair or reconstruction of any Collateral that has been damaged, destroyed, or subject to the respective casualty or condemnation event (provided, that such replacement, restoration, repair or reconstruction is completed within 365 days of such commencement) and/or (B) to the extent not used for the purposes described in the preceding clause (A), subject to the terms of the Intercreditor Agreement, to redeem Senior Notes in accordance with Section 3.1 of the Senior Note Indenture. Any release of proceeds as contemplated by the immediately preceding sentence shall be effected pursuant to the delivery of an Officers' Certificate by the Borrower to the Lender at the time of each release of such funds, with each such Officers' Certificate to certify the amount of funds to be withdrawn and the use to be made of t...
Sample 1
Net Cash Proceeds Account. Subject to the terms of the Intercreditor Agreement, the Net Cash Proceeds of any Pari Passu Priority Collateral arising from an Asset Sale or Casualty Event by the Designated Company or any Subsidiary Guarantor which Net Cash Proceeds are being reinvested in accordance with Sections 2.10(c) or (e), respectively, shall be deposited in one or more Net Cash Proceeds Accounts pending final application of such proceeds (and any 1117312.02-CHISR02A - MSW 125 products of such proceeds) in accordance with the terms hereof (provided that prior to such final application, and without affecting the Co-Borrowers’ obligations under Sections 2.10(c) and (e), such proceeds may be utilized to make repayments of the Revolving Credit Loans without reducing Revolving Credit Commitments).
Sample 1
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Net Cash Proceeds Account the Borrower will cause such remaining Restricted Proceeds to be deposited into an escrow account to be maintained by Wilmington Trust, Xxxxx Fargo or another financial institution mutually acceptable to Borrower and the Required Lenders (the “Net Cash Proceeds Account”) within three (3) Business Days after delivery of the Interim Section 5.17 Report to the Administrative Agent. The Borrower only shall be permitted to withdraw deposits in the Net Cash Proceeds Account (A) with the prior written consent of the Required Lenders, such consent not to be unreasonably withheld, (B) in order to fund any Deleveraging Event or Events (other than Discounted Purchases), including all costs, fees and expenses associated therewith as well as accrued interest required to be paid in connection therewith, (C) to repay the Term Loans at par, including all costs, fees and expenses associated therewith as well as accrued interest required to be paid in connection therewith or (D) if the Discounted Purchase Option Date has been extended, then on or prior to such extended Discounted Purchase Option Date in order to fund a Discounted Purchase, including all costs, fees and expenses associated therewith as well as accrued interest required to be paid in connection therewith. The Borrower shall (1) use any cash withdrawn from the Net Cash Proceeds Account within ten (10) days after withdrawal thereof and (2) return such cash to the Net Cash Proceeds Account to the extent not used for a permitted purpose set forth in this Section 5.19 within ten (10) days of any such withdrawal from the Net Cash Proceeds Account. To the extent not previously put into place, the Borrower shall execute, prior to any amounts being deposited into the Net Cash Proceeds Account, an account control agreement in order to grant a valid security interest in the deposits in the Net Cash Proceeds Account in form and substance substantially consistent with existing control agreements previously entered into between the Borrower and the Administrative Agent or otherwise reasonably satisfactory to the Administrative Agent.Subject to Section 5.20, to the extent there shall be any Restricted Proceeds after the Discounted Purchase Option Date as reflected in the Interim Section 5.17 Report SECTION 5.20. Termination of Sections 5.17, 5.18 and 5.19. Notwithstanding anything to the contrary set forth herein or elsewhere in this Agreement, the Borrower shall no longer have to comply with any of the requirements of Sect...
Sample 1
Net Cash Proceeds Account. (a) All Net Cash Proceeds received by the Company or any Guarantor from an Asset Sale and as Insurance Proceeds (collectively, the "Cash Collateral") shall be deposited in an account with the Trustee (the "Net Cash Proceeds Account"), in which there shall be an exclusive and perfected security interest in favor of the Trustee for the equal and ratable benefit of the Holders, without preference, priority, or distinction of any thereof over any other thereof by reason of difference in time of issuance, sale or otherwise, as security for the prompt and complete payment and performance in full of the Indenture Obligations. The funds from time to time on deposit in the Net Cash Proceeds Account resulting from an Asset Sale may be disbursed from such account only for the purposes and in the manner provided for pursuant to Section 5.14 hereof. All other funds may be used at any time (in addition to any other use herein permitted) to redeem the Securities.
Sample 1

Related to Net Cash Proceeds Account

  • Cash Proceeds In addition to the rights of the Collateral Agent specified in Section 4.3 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other non-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.4(a)(ii), be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required) and held by the Collateral Agent in the Collateral Account. Any Cash Proceeds received by the Collateral Agent (whether from a Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing, shall be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Collateral Agent, (A) be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Agent against the Secured Obligations then due and owing.

  • Proceeds Account To the extent that any of the Secured Obligations may be contingent, unmatured or unliquidated (including with respect to undrawn amounts under any Letter of Credit) at such time as there may exist an Event of Default, the Collateral Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the "Proceeds Account") created and maintained by the Collateral Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Collateral Agent may elect to apply such proceeds to the Secured Obligations, and Grantor agrees that such retention of such proceeds by the Collateral Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Collateral Agent, estimate the liquidated amount of any such contingent, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, Grantor irrevocably waives until the termination of the security interests granted under this Agreement in accordance with this Agreement the right to make any withdrawal from the Proceeds Account and the right to instruct the Collateral Agent to honor drafts against the Proceeds Account.

  • Sale Proceeds The proceeds of sale of any new Series of Notes shall be wired to the Collection and Funding Account, and the Indenture Trustee shall disburse such sale proceeds at the direction of the Administrator on behalf of the Issuer, except to the extent such funds are needed to satisfy the Collateral Test. The Administrator on behalf of the Issuer may direct the Issuer to apply such proceeds to reduce pro rata based on Invested Amounts, the VFN Principal Balance of any Classes of Variable Funding Notes, or to redeem any Series of Notes in accordance with Section 13.1. In the absence of any such direction, the proceeds of such sale shall be distributed to the Depositor or at the Depositor’s direction on the Issuance Date for the newly issued Notes. The Administrator shall deliver to the Indenture Trustee a report demonstrating that the release of sale proceeds pursuant to the Issuer’s direction will not cause a failure of the Collateral Test, as a precondition to the Indenture Trustee releasing such proceeds.

  • Control of Collateral Accounts To establish “control” of the Collateral Accounts by the Secured Party under Sections 9-104 and 9-106 of the UCC, the Financial Institution agrees to comply with any order or instruction from the Secured Party directing the deposit, withdrawal, transfer or redemption of the cash or other financial assets credited to a Collateral Account (a “Secured Party Order”) without the need for consent by the Grantor or any other Person.

  • Working Capital Trust Account Proceeds Upon consummation of the Offering, $250,000 of the proceeds from the sale of the Firm Units will be released to the Company to fund the working capital requirements of the Company, and the remainder of the proceeds from the sale of the Firm Units will be deposited into the Trust Account and held pursuant to the terms of the Trust Agreement.

  • DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS In disposing of Collateral hereunder, Bank may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereof, may be applied by Bank to the payment of expenses incurred by Bank in connection with the foregoing, including reasonable attorneys’ fees, and the balance of such proceeds may be applied by Bank toward the payment of the Indebtedness in such order of application as Bank may from time to time elect. Upon the transfer of all or any part of the Indebtedness, Bank may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferred, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferred; but with respect to any Collateral or Proceeds not so transferred, Bank shall retain all rights, powers, privileges and remedies herein given.

  • Revenue Account The Borrower and each other Loan Party acknowledges and confirms that, on or before the Effective Date and pursuant to the terms of this Agreement, Timberlands II has established and will maintain one or more accounts or InvestLine Related Loan Party Subaccounts at one or more Account Bank for the benefit of the Administrative Agent, as first priority secured party for the benefit of the Lender Parties, to serve as the “Revenue Account” (said account or accounts and any account or accounts replacing the same in accordance with this Agreement, collectively, the “Revenue Account”). Timberlands II shall cause and direct all amounts that are payable to it under the Master Stumpage Agreement from the harvesting of Timber to the Revenue Account. CatchMark TRS Subsidiary shall pay or credit directly into the Revenue Account, as and when due, all amounts owing by it to Timberlands II pursuant to the Master Stumpage Agreement. Each of the Borrower, CatchMark TRS Subsidiary and each other Loan Party acknowledges and confirms that, pursuant to the terms of this Agreement and the Master Stumpage Agreement, each of Timberlands II and CatchMark TRS Subsidiary and the other Loan Parties has and will give proper notice of the Revenue Account to the parties to the Master Stumpage Agreement.

  • Special Collateral Account After an Event of Default has occurred -------------------------- and is continuing, all cash proceeds of the Collateral received by the Agent shall be deposited in a special deposit account with the Agent and held there as security for the Secured Obligations. The Agent shall invest any and all available funds deposited in such special deposit account, within five (5) business days after the date the relevant funds become available, in securities issued as fully guaranteed or insured by the United States Government or any agency thereof backed by the full faith and credit of the United States having maturities of three (3) months from the date of acquisition thereof (collectively, "Government Obligations"). The Assignor hereby acknowledges and agrees that the Agent shall not have any liability with respect to, and the Assignor hereby indemnifies the Agent against, any loss resulting from the acquisition of the Government Obligation and the Agent shall not have any obligation to monitor the trading activity of any such Governmental Obligations on and after the acquisition thereof for the purpose of obtaining the highest possible return with respect thereto, the Agent's responsibility being limited to acquiring such Governmental Obligations.

  • LC Collateral Account (i) The Administrative Agent is hereby authorized to establish and maintain at the Notice Office, in the name of the Administrative Agent and pursuant to a dominion and control agreement, a restricted deposit account designated “The Lead Borrower LC Collateral Account.” Each Credit Party shall deposit into the LC Collateral Account from time to time the Cash Collateral required to be deposited under Section 2.13(j) hereof.

  • Loss Proceeds In the event of a casualty to the Property, unless Lender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Insurance Proceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Insurance Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that if Lender elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent loss, business interruption or similar coverage shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Insurance Proceeds with respect to such rent loss, business interruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold such Insurance Proceeds in a segregated interest-bearing escrow account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months required for Borrower to restore the damage caused by the casualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceeds by such number of months, and shall disburse from such bank account into the Central Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds minus, if the sum which otherwise would be required to be deposited into the Operation and Maintenance Expense Sub-Account if a Default Management Period existed, which sum shall be remitted by Lender to Manager to pay Operating Expenses. In the event that Insurance Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is required pursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrower for restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid to the Central Account, whereupon Lender shall, after deducting Lender’s costs of recovering and paying out such Condemnation Proceeds, including without limitation, reasonable attorneys’ fees, apply same to reduce the Debt in accordance with the terms of the Note; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Central Account, to be applied by Lender in the same manner as Rent received with respect to the operation of the Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregated interest-bearing bank account, which shall be an Eligible Account, shall estimate, in Lender’s reasonable discretion, the number of months that the Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and shall disburse from such bank account into the Central Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall hold such funds in a segregated bank account at the Bank, which shall be an Eligible Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such Loss Proceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower, and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregated bank account at the Bank, in each case to be applied or disbursed in accordance with the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordance herewith, to the extent not used by Borrower in connection with, or to the extent they exceed the cost of, such restoration, shall be deposited into the Central Account, whereupon Lender shall apply the same to reduce the Debt in accordance with the terms of the Note.

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