Common use of PROCEEDS OF COLLATERAL; NOTICES TO ACCOUNT DEBTORS; LOCKBOX Clause in Contracts

PROCEEDS OF COLLATERAL; NOTICES TO ACCOUNT DEBTORS; LOCKBOX. Borrower shall direct all Account Debtors to pay all Accounts and other proceeds of Collateral directly to the Lockbox for deposit into the Master Account. In addition, Borrower shall take all such actions as Agent in good xxxxx xxxxx necessary or appropriate to ensure that at all times on and after the date hereof all proceeds of Collateral (including, without limitation, all Cash Instruments) are sent directly to the Lockbox. If, notwithstanding the actions provided for in the preceding sentences of this SECTION 7.1, Borrower shall receive, or any financial institution shall receive for the account of Borrower, any Cash Instruments, Borrower shall, or shall cause such financial institution to, transmit in the form received, before the close of business on the next succeeding Business Day, all such Cash Instruments (properly endorsed, where required, so that all items delivered may be collected by Master Account Bank) to Master Account Bank for deposit in the Master Account. Borrower shall not, and Borrower shall not permit or cause any such financial institution to, commingle any Cash Instrument so received except in the Master Account, and Borrower shall hold separate and apart from all other Property, all such Cash Instruments in express trust for the benefit of Lenders until delivery thereof is made to Master Account Bank. Pursuant to, and subject to the terms and conditions of the Bank Agency Agreement, items deposited in the Lockbox shall be credited to the Master Account. Borrower, and any of its Affiliates, employees, lenders or other Persons acting for or in concert with Borrower, shall, acting as trustee for Lenders, receive, as the sole and exclusive property of Lenders any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts of Borrower or other Collateral which come into the possession or under the control of Borrower or any Affiliates, employees, lenders or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such other Persons shall remit the same or cause the same to be deposited, in kind, into a Master Account or, at the direction of Agent, shall remit the same, or cause the same to be remitted, in kind, to Agent at Agent's address set forth in SECTION 14.3.

PROCEEDS OF COLLATERAL; NOTICES TO ACCOUNT DEBTORS; LOCKBOX. Upon establishing the Lockbox, each Borrower shall direct all its Account Debtors to pay all Accounts Receivable and other proceeds of Collateral directly to the Lockbox for deposit into the Master Account. In addition, each Borrower shall take all such actions as Agent in good xxxxx xxxxx faith deems necessary or appropriate to ensure that at all times on and after ox xxx xxxxx the date hereof all proceeds of its Collateral (including, without limitation, all Cash Instruments) are sent directly to the LockboxLockbox or a Depositary Account with a Depository Bank that is subject to a Depositary Account Agreement. If, notwithstanding the actions provided for in the preceding sentences of this SECTION 7.1Section 7.4, any Borrower shall receive, or any financial institution shall receive for the account of any Borrower, any Cash Instruments, such Borrower shall, or shall cause such financial institution to, transmit in the form received, before the close of business on the next succeeding Business Day, all such Cash Instruments (properly endorsed, where required, so that all items delivered may be collected by Master Account Banksuch Person) to Master Account Bank for deposit in the Master AccountAgent. Borrower Borrowers shall not, and Borrower Borrowers shall not permit or cause any such financial institution to, commingle any Cash Instrument so received except in the Master Account, and Borrower Borrowers shall hold separate and apart from all other Property, all such Cash Instruments in express trust for the benefit of Lenders Agent, on behalf of the Lender Parties, until delivery thereof is made to Master Account Bankthe Agent. Pursuant to, and subject to the terms and conditions of the Bank Agency Agreement, items Items deposited in the Lockbox Lockbox, any Bank Agent Account or any Depositary Account shall be credited to the Master Account. Borrower, Borrowers and any of its their Affiliates, employees, lenders or other Persons acting for or in concert with BorrowerBorrowers, shall, acting as trustee for LendersAgent, receive, as the sole and exclusive property of Lenders Agent, for the benefit of the Lender Parties, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts of Borrower Receivable or other Collateral which come into the possession or under the control of Borrower Borrowers or any Affiliates, employees, lenders employees or other Persons acting for or in concert with BorrowerBorrowers, and immediately upon receipt thereof, Borrower Borrowers or such other Persons shall remit the same or cause the same to be deposited, in kind, into a the Master Account or, at the direction of Agent, shall remit the same, or cause the same to be remitted, in kind, to Agent at Agent's address set forth in SECTION 14.3Section 15.3.

PROCEEDS OF COLLATERAL; NOTICES TO ACCOUNT DEBTORS; LOCKBOX. Upon establishing the Lockbox, each Borrower shall direct all its Account Debtors to pay all Accounts Receivable and other proceeds of Collateral directly to the Lockbox for deposit into the Master Account. In addition, each Borrower shall take all such actions as Agent in good xxxxx xxxxx faith deems necessary or appropriate to ensure that at all times on and after the xxx xxxxx xhe date hereof all proceeds of its Collateral (including, without limitation, all Cash Instruments) are sent directly to the LockboxLockbox or a Depositary Account with a Depository Bank that is subject to a Depositary Account Agreement. If, notwithstanding the actions provided for in the preceding sentences of this SECTION 7.1Section 7.4, any Borrower shall receive, or any financial institution shall receive for the account of any Borrower, any Cash Instruments, such Borrower shall, or shall cause such financial institution to, transmit in the form received, before the close of business on the next succeeding Business Day, all such Cash Instruments (properly endorsed, where required, so that all items delivered may be collected by Master Account Banksuch Person) to Master Account Bank for deposit in the Master AccountAgent. Borrower Borrowers shall not, and Borrower Borrowers shall not permit or cause any such financial institution to, commingle any Cash Instrument so received except in the Master Account, and Borrower Borrowers shall hold separate and apart from all other Property, all such Cash Instruments in express trust for the benefit of Lenders Agent, on behalf of the Lender Parties, until delivery thereof is made to Master Account Bankthe Agent. Pursuant to, and subject to the terms and conditions of the Bank Agency Agreement, items Items deposited in the Lockbox Lockbox, any Bank Agent Account or any Depositary Account shall be credited to the Master Account. Borrower, Borrowers and any of its their Affiliates, employees, lenders or other Persons acting for or in concert with BorrowerBorrowers, shall, acting as trustee for LendersAgent, receive, as the sole and exclusive property of Lenders Agent, for the benefit of the Lender Parties, any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts of Borrower Receivable or other Collateral which come into the possession or under the control of Borrower Borrowers or any Affiliates, employees, lenders employees or other Persons acting for or in concert with BorrowerBorrowers, and immediately upon receipt thereof, Borrower Borrowers or such other Persons shall remit the same or cause the same to be deposited, in kind, into a the Master Account or, at the direction of Agent, shall remit the same, or cause the same to be remitted, in kind, to Agent at Agent's address set forth in SECTION 14.3Section 15.3.

PROCEEDS OF COLLATERAL; NOTICES TO ACCOUNT DEBTORS; LOCKBOX. Borrower shall direct all Account Debtors to pay all Accounts and other proceeds of Collateral directly to the Lockbox for deposit into the Master Account. In addition, Borrower shall take all such actions as Agent in good xxxxx xxxxx necessary or appropriate to ensure that at all times on and after the date hereof all proceeds of Collateral (including, without limitation, all Cash Instruments) are sent directly to the Lockbox. If, notwithstanding the actions provided for in the preceding sentences of this SECTION Section 7.1, Borrower shall receive, or any financial institution shall receive for the account of Borrower, any Cash Instruments, Borrower shall, or shall cause such financial institution to, transmit in the form received, before the close of business on the next succeeding Business Day, all such Cash Instruments (properly endorsed, where required, so that all items delivered may be collected by Master Account Bank) to Master Account Bank for deposit in the Master Account. Borrower shall not, and Borrower shall not permit or cause any such financial institution to, commingle any Cash Instrument so received except in the Master Account, and Borrower shall hold separate and apart from all other Property, all such Cash Instruments in express trust for the benefit of the Lenders until delivery thereof is made to Master Account Bank. Pursuant to, and subject to the terms and conditions of the Bank Agency Agreement, items deposited in the Lockbox shall be credited to the Master Account. Borrower, and any of its Affiliates, employees, lenders the Lenders or other Persons acting for or in concert with Borrower, shall, acting as trustee for the Lenders, receive, as the sole and exclusive property of the Lenders any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts of Borrower or other Collateral which come into the possession or under the control of Borrower or any Affiliates, employees, lenders the Lenders or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such other Persons shall remit the same or cause the same to be deposited, in kind, into a Master Account or, at the direction of Agent, shall remit the same, or cause the same to be remitted, in kind, to Agent at Agent's address set forth in SECTION Section 14.3.

PROCEEDS OF COLLATERAL; NOTICES TO ACCOUNT DEBTORS; LOCKBOX. Borrower shall, and shall cause each of its Subsidiaries to, direct all Account Debtors to pay all Accounts Receivable and other proceeds of Collateral directly to the Lockbox for deposit into application to the Master Account. In addition, Borrower shall take all such actions as Agent in good xxxxx xxxxx necessary or appropriate to ensure that at all times on and after the date hereof all proceeds of Collateral (including, without limitation, all Cash Instruments) are sent directly to the Lockbox. If, notwithstanding the actions provided for in the preceding sentences of this SECTION Section 7.1, Borrower or any of its Subsidiaries shall receive, or any financial institution shall receive for the account of BorrowerBorrower or any of its Subsidiaries, any Cash Instruments, Borrower shall, or shall cause such financial institution to, transmit in the form received, before the close of business on the next succeeding Business Day, all such Cash Instruments (properly endorsed, where required, so that all items delivered may be collected by Master Account Agent Bank) to Master Account Agent Bank for deposit in the Master Account. Borrower shall not, and nor shall Borrower shall not permit or cause any such financial institution to, commingle any Cash Instrument so received except in the Master Account, and Borrower shall hold separate and apart from all other Property, all such Cash Instruments in express trust for the benefit of Lenders Collateral Agent until delivery thereof is made to Master Account Agent Bank. Pursuant to, and subject to the terms and conditions of of, the Bank Agency Agreement, items deposited in the Lockbox shall be credited to the Master Account. Borrower, and any of its Affiliates, employees, lenders or other Persons acting for or in concert with Borrower, shall, acting as trustee for Lenders, receive, as the sole and exclusive property of Lenders any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts of Borrower or other Collateral which come into the possession or under the control of Borrower or any Affiliates, employees, lenders or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such other Persons shall remit the same or cause the same to be deposited, in kind, into a Master Account or, at the direction of Agent, shall remit the same, or cause the same to be remitted, in kind, to Agent at Agent's address set forth in SECTION 14.3.