Common use of The Collateral Accounts Clause in Contracts

The Collateral Accounts. (a) The Collateral Agent ------------------------ shall establish and maintain at its office located at Xxx Xxxxxx XxXxxxxxxxx, 0xx Xxxxx, Xxxxxx, XX 00000-0000, three collateral accounts designated the "Enforcement Collateral Account", the "Subordination Collateral Account" and the ------------------------------- -------------------------------- "General Collateral Account", respectively (such collateral accounts, -------------------------- collectively, the "Collateral Accounts"). ------------------- (b) All amounts which are received by the Collateral Agent (in its capacity as Collateral Agent) in respect of the Collateral, whether in connection with the exercise of any right or remedy provided in this Agreement or any other Support Document or otherwise (including all amounts received on account of any sale of or other realization upon any of the Collateral pursuant to any Security Document), or pursuant to enforcement of the Guarantee Agreement or the Parent Guarantee Agreement, in each case while a Notice of Enforcement is in effect shall be deposited in the Enforcement Collateral Account. While a Notice of Enforcement is in effect, all amounts on deposit in or required to be deposited in the Subordination Collateral Account or the General Collateral Account shall be transferred to the Enforcement Collateral Account. Upon the rescission of each effective Notice of Enforcement in accordance with the terms hereof, the Collateral Agent shall (subject to the payment of any Obligations then due in accordance with Section 5.02) release any funds then remaining on deposit in the Enforcement Collateral Account to any Loan Party to the extent required by any of the Security Documents; provided that such funds in an amount -------- equal to the sum of (x) the amount of General Funds transferred to the Enforcement Collateral Account from the General Collateral Account pursuant to paragraph (d) of this Section and (y) the amount of funds that would have been deposited in the General Collateral Account pursuant to paragraph (d) of this Section if a Notice of Enforcement had not been in effect, together with all interest and income on such amounts, shall be deposited in the General Collateral Account for application in accordance with the terms of paragraph (d) of this Section. (c) All amounts which are received by the Collateral Agent (in its capacity as Collateral Agent) pursuant to terms of the Subordination Agreement shall be deposited in the Subordination Collateral Account. While a Notice of Enforcement is in effect, all amounts on deposit in or required to be deposited in the Subordination Collateral Account shall be transferred to the Enforcement Collateral Account. (d) All amounts which are received by the Collateral Agent (in its capacity as Collateral Agent) which by the terms of any Support Document or any Secured Instrument are required to be held by the Collateral Agent (other than amounts required to be deposited in the Enforcement Collateral Account or the Subordination Collateral Account) shall be deposited in the General Collateral Account. While a Notice of Enforcement is in effect, all amounts on deposit in or required to be deposited in the General Collateral Account shall be transferred to the Enforcement Collateral Account. The Borrower may, by delivery to the Collateral Agent of a General Funds Release Request, request a release of General Funds from the General Collateral Account in accordance with the applicable provisions of the Support Document or Secured Instrument or Secured Instruments which required such funds to be deposited with the Collateral Agent (but only to the extent any funds in the General Collateral Account were deposited in the General Collateral Account pursuant to such agreements). If no Notice of Enforcement is in effect on the date on which such General Funds are requested to be released pursuant to the applicable General Funds Release Request, the Collateral Agent shall release such General Funds in accordance with such General Funds Release Request. Pending the receipt by the Collateral Agent of a General Funds Release Request with respect to any General Funds or a transfer of such General Funds to the Enforcement Collateral Account as provided above, the Collateral Agent shall invest such funds in Permitted Investments (and the proceeds thereof and interest thereon shall constitute part of such General Funds). (e) All amounts deposited in the Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the Support Documents and shall constitute Collateral under the Security Agreement. No Loan Party shall have any rights with respect to, and the Collateral Agent shall have exclusive dominion and control over, the Collateral Accounts.

The Collateral Accounts. (a) The Collateral Agent ------------------------ shall establish and maintain at its office located at Xxx Xxxxxx XxXxxxxxxxxBorrowers will deposit, 0xx Xxxxxor cause to be deposited, Xxxxxx, XX 00000-0000, three collateral all Items of Payment into bank accounts designated or approved by the "Enforcement Collateral Account", the "Subordination Collateral Account" and the ------------------------------- -------------------------------- "General Collateral Account", respectively Administrative Agent (such collateral accounts, -------------------------- collectively, the "Collateral Accounts; " each a "Collateral Account"). -------------------The Borrowers agree that following an Event of Default and/or if the Borrowers at any time fail to maintain the availability required by the Section 2.1.12(b), the Administrative Agent, at its option, shall have sole power of access to and withdrawal from the Collateral Accounts. Each depository bank of a Collateral Account shall confirm in a writing that, following notice from the Administrative Agent, the depository bank will honor only the Administrative Agent's instructions with respect to the Collateral Account for which it is the depository. (b) All amounts which are received by Each deposit to the Collateral Agent (in its capacity as Collateral Agent) in respect Accounts shall be made not later than the next Business Day after the date of receipt of the Collateral, whether in connection with the exercise Items of any right or remedy provided in this Agreement or any other Support Document or otherwise (including all amounts received on account Payment. The Items of any sale of or other realization upon any of the Collateral pursuant to any Security Document), or pursuant to enforcement of the Guarantee Agreement or the Parent Guarantee Agreement, in each case while a Notice of Enforcement is in effect Payment shall be deposited in precisely the Enforcement Collateral Accountform received, except for the endorsements of the Borrowers where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers hereby agree to make. While a Notice of Enforcement is in effectIn the event the Borrowers fail to do so, all amounts on deposit in or required the Borrowers hereby authorize the Administrative Agent to be deposited make the endorsement in the Subordination Collateral Account name of any or all of the General Collateral Account shall be transferred Borrowers. Prior to the Enforcement Collateral Account. Upon the rescission of each effective Notice of Enforcement in accordance with the terms hereofsuch a deposit, the Collateral Agent shall (subject to the payment Borrowers will not commingle any Items of any Obligations then due in accordance Payment with Section 5.02) release any funds then remaining on deposit in the Enforcement Collateral Account to any Loan Party to the extent required by any of the Security Documents; provided that such Borrowers' other funds or property, but will hold them separate and apart in an amount -------- equal to trust and for the sum account of (x) the amount Administrative Agent for the benefit of General Funds transferred to the Enforcement Collateral Account from Lenders ratably and the General Collateral Account pursuant to paragraph (d) of this Section and (y) the amount of funds that would have been deposited in the General Collateral Account pursuant to paragraph (d) of this Section if a Notice of Enforcement had not been in effect, together with all interest and income on such amounts, shall be deposited in the General Collateral Account for application in accordance with the terms of paragraph (d) of this SectionAgents. (c) All amounts which are received Notwithstanding the provisions of subsections (a) and (b) above, prior to an Event of Default and/or the Borrowers' failure to maintain the availability required by the Collateral Agent Section 2.1.12(b), (in i) the Parent may continue to use its capacity as Collateral Agentdemand deposit account with Thumb National Bank consistent with past practices and with balances consistent with the Parent's immediate cash needs and (ii) pursuant the Local Currency Borrowers may continue to terms of the Subordination Agreement shall be deposited in the Subordination Collateral Account. While a Notice of Enforcement is in effect, all amounts on use their demand deposit in or required to be deposited in the Subordination Collateral Account shall be transferred to the Enforcement Collateral Accountaccount with local banks consistent with past practices and with balances consistent with their immediate cash needs. (d) All amounts which are received In addition, if so directed by the Collateral Administrative Agent (in its capacity as Collateral Agent) which following an Event of Default and/or if the Borrowers at any time fail to maintain the availability required by the terms Section 2.1.12(b), the Borrowers shall direct the mailing of any Support Document all Items of Payment from their Account Debtors to one or any Secured Instrument are required to be held more post-office boxes designated by the Collateral Agent (other than amounts required to be deposited in the Enforcement Collateral Account Administrative Agent, or the Subordination Collateral Account) shall be deposited in the General Collateral Account. While a Notice of Enforcement is in effect, all amounts on deposit in or required to be deposited in the General Collateral Account shall be transferred to the Enforcement Collateral Account. The Borrower may, by delivery to the Collateral Agent of a General Funds Release Request, request a release of General Funds from the General Collateral Account in accordance with the applicable provisions of the Support Document or Secured Instrument or Secured Instruments which required such funds to be deposited with the Collateral Agent (but only to the extent any funds in the General Collateral Account were deposited in the General Collateral Account pursuant to such agreements). If no Notice of Enforcement is in effect on the date on which such General Funds are requested to be released other additional or replacement post-office boxes pursuant to the applicable General Funds Release Requestrequest of the Administrative Agent from time to time (collectively, the Collateral "Lockbox"). The Administrative Agent shall release such General Funds in accordance with such General Funds Release Request. Pending the receipt by the Collateral Agent of a General Funds Release Request with respect to any General Funds or a transfer of such General Funds have unrestricted and exclusive access to the Enforcement Collateral Account as provided above, the Collateral Agent shall invest such funds in Permitted Investments (and the proceeds thereof and interest thereon shall constitute part of such General Funds)Lockbox. (e) All The Borrowers hereby authorize the Administrative Agent, from and after the occurrence and during the continuation of an Event of Default, and/or for so long as the Borrowers fail to maintain the availability required by Section 2.1.12(b), to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowers, and deposit such Items of Payment in the Collateral Accounts. The Administrative Agent reserves the right, exercised in its sole and absolute discretion, from and after the occurrence and during the continuation of an Event of Default, and/or for so long as the Borrowers fail to maintain the availability required by Section 2.1.12(b), to provide to the Collateral Accounts credit prior to final collection of an Item of Payment and to disallow credit for any Item of Payment which is unsatisfactory to the Administrative Agent. In the event Items of Payment are returned to the Administrative Agent for any reason whatsoever, the Administrative Agent may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Accounts, the Revolving Loan Account, or other account, as appropriate. (f) Unless the Administrative Agent has notified the Borrowers otherwise following an Event of Default and/or if the Borrowers at any time fail to maintain the availability required by the Section 2.1.12(b), the Borrowers may use the amounts deposited in the Collateral Accounts shall be held for those uses which are Permitted Uses for the Revolving Loan after the Closing Date. (g) In the event the Administrative Agent determines the application of proceeds of the Collateral Accounts pursuant to this Section 2.1.8, the Administrative Agent will apply the whole or any part of the collected funds received by the Administrative Agent from the Collateral Agent subject Accounts against the Revolving Loan (or with respect to the terms hereof and Items of Payment which are not proceeds of Accounts or Inventory or after an Event of Default, against any of the Support Documents and shall constitute Collateral under the Security Agreement. No Loan Party shall have any rights with respect to, and the Collateral Agent shall have exclusive dominion and control over, the Collateral AccountsObligations).

The Collateral Accounts. (a) The Collateral Agent ------------------------ ----------------------- shall establish and maintain at its office located at Xxx Xxxxxx XxXxxxxxxxx, 0xx Xxxxx, Xxxxxx, XX 00000-0000, three collateral accounts designated the "Enforcement Collateral Account", the "Subordination Collateral Account" and the ------------------------------- ------------------------------ -------------------------------- "General Collateral Account", respectively (such collateral accounts, -------------------------- collectively, the "Collateral Accounts"). ------------------- (b) All amounts which are received by the Collateral Agent (in its capacity as Collateral Agent) in respect of the Collateral, whether in connection with the exercise of any right or remedy provided in this Agreement or any other Support Document or otherwise (including all amounts received on account of any sale of or other realization upon any of the Collateral pursuant to any Security Document), or pursuant to enforcement of the Guarantee Agreement or the Parent Guarantee Agreement, in each case while a Notice of Enforcement is in effect shall be deposited in the Enforcement Collateral Account. While a Notice of Enforcement is in effect, all amounts on deposit in or required to be deposited in the Subordination Collateral Account or the General Collateral Account shall be transferred to the Enforcement Collateral Account. Upon the rescission of each effective Notice of Enforcement in accordance with the terms hereof, the Collateral Agent shall (subject to the payment of any Obligations then due in accordance with Section 5.02) release any funds then remaining on deposit in the Enforcement Collateral Account to any Loan Party to the extent required by any of the Security Documents; provided that such funds in an amount -------- equal to the sum of (x) the amount of General Funds transferred to the Enforcement Collateral Account from the General Collateral Account pursuant to paragraph (d) of this Section and (y) the amount of funds that would have been deposited in the General Collateral Account pursuant to paragraph (d) of this Section if a Notice of Enforcement had not been in effect, together with all interest and income on such amounts, shall be deposited in the General Collateral Account for application in accordance with the terms of paragraph (d) of this Section. (c) All amounts which are received by the Collateral Agent (in its capacity as Collateral Agent) pursuant to terms of the Subordination Agreement shall be deposited in the Subordination Collateral Account. While a Notice of Enforcement is in effect, all amounts on deposit in or required to be deposited in the Subordination Collateral Account shall be transferred to the Enforcement Collateral Account. (d) All amounts which are received by the Collateral Agent (in its capacity as Collateral Agent) which by the terms of any Support Document or any Secured Instrument are required to be held by the Collateral Agent (other than amounts required to be deposited in the Enforcement Collateral Account or the Subordination Collateral Account) shall be deposited in the General Collateral Account. While a Notice of Enforcement is in effect, all amounts on deposit in or required to be deposited in the General Collateral Account shall be transferred to the Enforcement Collateral Account. The Borrower may, by delivery to the Collateral Agent of a General Funds Release Request, request a release of General Funds from the General Collateral Account in accordance with the applicable provisions of the Support Document or Secured Instrument or Secured Instruments which required such funds to be deposited with the Collateral Agent (but only to the extent any funds in the General Collateral Account were deposited in the General Collateral Account pursuant to such agreements). If no Notice of Enforcement is in effect on the date on which such General Funds are requested to be released pursuant to the applicable General Funds Release Request, the Collateral Agent shall release such General Funds in accordance with such General Funds Release Request. Pending the receipt by the Collateral Agent of a General Funds Release Request with respect to any General Funds or a transfer of such General Funds to the Enforcement Collateral Account as provided above, the Collateral Agent shall invest such funds in Permitted Investments (and the proceeds thereof and interest thereon shall constitute part of such General Funds). (e) All amounts deposited in the Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the Support Documents and shall constitute Collateral under the Security Agreement. No Loan Party shall have any rights with respect to, and the Collateral Agent shall have exclusive dominion and control over, the Collateral Accounts.

The Collateral Accounts. (a) The Collateral Agent ------------------------ shall establish and maintain at its office located at Xxx Xxxxxx XxXxxxxxxxxWilmington Trust Company, 0xx XxxxxRodney Square North, Xxxxxx1100 North Market Street, XX Wilmington, Delaware, 00000-0000, three collateral accounts designated the "Enforcement Collateral Account"Attention: Corxxxxxx Xxxxxxx Xxxxxxx, (x) xxx xxxxxxxxxx xxxxxxxx xesignated, respectively, the "Subordination Collateral AccountCLASS A ENFORCEMENT ACCOUNT" and the ------------------------------- -------------------------------- "General Collateral Account"CLASS A GENERAL ACCOUNT" and (ii) two collateral accounts designated, respectively (such collateral accounts, -------------------------- collectivelyrespectively, the "CLASS B ENFORCEMENT ACCOUNT" and the "CLASS B GENERAL ACCOUNT". Any sub-agent of the Collateral Accounts"). -------------------Agent appointed pursuant to Section 7.01(e) may establish and maintain one or more sub-accounts under the Collateral Accounts of the Collateral Agent, and any such sub-accounts shall constitute part of the Collateral Accounts of the the Collateral Agent for purposes hereof. (b) All While a Notice of Enforcement received by it is in effect, (i) all amounts which are received by the Collateral Agent (in its capacity as Collateral AgentAgent acting on behalf of the relevant Class of Secured Parties) in respect of the relevant Class of Collateral, whether in connection with the exercise of any right or remedy provided in this Agreement or any other Support Security Document of the relevant Class or otherwise (including all amounts received on account of any sale of or other realization upon any of the Collateral of the relevant Class pursuant to any such Security Document), or pursuant to enforcement of the Guarantee Agreement or the Parent Guarantee Agreement, in each case while a Notice of Enforcement is in effect shall be deposited in the Enforcement Collateral Account. While a Notice Account of Enforcement is in effect, the relevant Class and (ii) all amounts on deposit in or required to be deposited in the Subordination Collateral General Account or of the General Collateral Account relevant Class shall be transferred to the Enforcement Collateral AccountAccount of the relevant Class. Upon the rescission of each such effective Notice of Enforcement in accordance with the terms hereof, the Collateral Agent shall (subject to the payment of any Obligations of the applicable Class then due and payable in accordance with Section 5.02, and after deducting amounts reasonably estimated to be payable in respect of expenses incurred that constitute Obligations of the applicable Class) release any funds then remaining on deposit in the such Enforcement Collateral Account to any Loan Party to the extent required by any of the Security DocumentsGrantor or Grantors entitled thereto; provided PROVIDED that such funds in an amount -------- equal to the sum of (xi) the amount of General Funds funds transferred to the such Enforcement Collateral Account from the such General Collateral Account pursuant to paragraph (dc) of this Section and (yii) the amount of funds that would have been deposited in the such General Collateral Account pursuant to paragraph (dc) of this Section if a Notice of Enforcement had not been in effect, together with all interest and income on such amounts, shall be deposited in the such General Collateral Account for application in accordance with the terms of paragraph (dc) of this Section. (c) All amounts which are received by the Collateral Agent (in its capacity as Collateral AgentAgent acting on behalf of the relevant Class of Secured Parties) pursuant to which by the terms of any relevant Class of Security Document or any relevant Class of Secured Instrument are required to be held by the Subordination Agreement Collateral Agent on behalf of the relevant Class of Secured Parties (other than amounts required to be deposited in the Enforcement Account of the applicable Class) shall be deposited in the Subordination General Account of the applicable Class; and any amounts received by the Collateral AccountAgent (in its capacity as Collateral Agent acting on behalf of the relevant Class of Secured Parties) which are not so required to be held by it and are not required to be deposited in a Collateral Account shall be returned or paid over to the Grantor or Grantors entitled thereto. While a Notice of Enforcement is in effect, all amounts on deposit in or required to be deposited in the Subordination Collateral a General Account shall be transferred to the Enforcement Collateral Account. (d) All amounts which are received by the Collateral Agent (in its capacity as Collateral Agent) which by the terms of any Support Document or any Secured Instrument are required to be held by the Collateral Agent (other than amounts required to be deposited in the Enforcement Collateral Account or of the Subordination Collateral Account) shall be deposited in the General Collateral Account. While a Notice of Enforcement is in effect, all amounts on deposit in or required to be deposited in the General Collateral Account shall be transferred to the Enforcement Collateral Accountapplicable Class. The Borrower Company may, by delivery to the Collateral Agent of a General Funds Release Request, request a release of funds from a General Funds from the General Collateral Account in accordance with the applicable provisions of the Support Security Document or Secured Instrument or Secured Instruments which required such funds to be deposited with the Collateral Agent on behalf of the relevant Class of Secured Parties (but only to the extent any such funds in the such General Collateral Account were deposited in the such General Collateral Account pursuant to such agreements). If no Notice of Enforcement is in effect on the date on which such General Funds funds are requested to be released pursuant to the applicable such General Funds Release Request, the Collateral Agent shall release such General Funds funds in accordance with such General Funds Release Request. Pending the receipt by the Collateral Agent of a General Funds Release Request with respect to any General Funds or a transfer of such General Funds to the Enforcement Collateral Account as provided above, the Collateral Agent shall invest such funds in Permitted Investments (and the proceeds thereof and interest thereon shall constitute part of such General Funds). (ed) All amounts deposited in the Collateral Agent's Collateral Accounts shall be held by the Collateral Agent for the benefit of the relevant Class of Secured Parties subject to the terms hereof and of the Support Documents and shall constitute Collateral under the relevant Class of Security AgreementDocuments. No Loan Party Grantor shall have any rights (except as provided herein) with respect tothereto, and the Collateral Agent (in its capacity as Collateral Agent on behalf of the relevant Class of Secured Parties) shall have exclusive dominion and control overover its Collateral Accounts. (e) The Collateral Agent (in its capacity as Collateral Agent on behalf of the Secured Parties) will from time to time invest any cash held in its Collateral Accounts in Temporary Cash Investments in accordance with any directions received in writing from the Company; PROVIDED that the Collateral Agent shall not be obligated to make any such investment except to the extent directed in writing by the Company. The Collateral Agent shall not be obligated to pay any interest to any Grantor on any cash held in its Collateral Accounts, but any interest earned on any Temporary Cash Investment shall form part of its Collateral Accounts to be applied as provided herein. The Collateral Agent (in its capacity as Collateral Agent on behalf of the relevant Class of Secured Parties) shall have the right to sell or liquidate its Temporary Cash Investments for the purpose of providing the cash necessary for any withdrawal in accordance with this Agreement; PROVIDED that the Collateral Agent shall have no responsibility for any diminution in value of or losses upon sale or liquidation of any Temporary Cash Investment. (f) In the event that any amount is received by the Collateral Agent for the benefit of the relevant Class of Secured Parties or any agent or nominee of the Collateral Agent in respect of any relevant Class of Collateral or any Security Document of the relevant Class in any currency other than Dollars, the Collateral AccountsAgent shall convert such amount into Dollars based upon prevailing exchange rates in effect at the time, unless otherwise directed by a Secured Party of the relevant Class with respect to its share thereof. Neither the Collateral Agent nor any agent or nominee of the Collateral Agent shall be liable for any such conversion of currencies.

The Collateral Accounts. (a) The Collateral Agent ------------------------ shall establish and maintain at one of its office offices located at Xxx Xxxxxx XxXxxxxxxxxin New York, 0xx XxxxxNY (or, Xxxxxxin the case of the Brazilian Note Proceeds Account (as defined below), XX 00000-0000, three Brazil) (i) collateral accounts designated the "Enforcement Collateral Account", the "Subordination Collateral Account" and the ------------------------------- -------------------------------- "General Collateral Account", respectively (such collateral accountsaccounts (including such related sub-accounts over which the Collateral Agent has dominion and control established and maintained either at its office or in the name of the Collateral Agent at the offices of one or more other financial institutions located in such jurisdictions as the Collateral Agent deems necessary or appropriate), -------------------------- together with the Contingent Obligations Collateral Account, collectively, the "Collateral Accounts"). -------------------, and (ii) collateral accounts designated the "Loan Repayment Account", the "Sponsor Support Account", the "Cayman Loan Proceeds Account", the "Brazilian Note Proceeds Account" and the "Loan Prepayment Suspense Account" (such collateral accounts (including such related sub-accounts over which the Collateral Agent has dominion and control established and maintained either at its office or in the name of the Collateral Agent at the offices of one or more other financial institutions located in such jurisdictions as the Collateral Agent deems necessary or appropriate) collectively, the "Additional Collateral Accounts"). (b) All amounts which that are received by the Collateral Agent (in its capacity as Collateral Agent, including as attorney-in-fact on behalf of the Lenders if required under the Brazilian Security Documents) or, if received in the case of any Brazilian Security Document, the Lenders in respect of the Collateral, whether in connection with the exercise of any right or remedy provided in this Agreement or any other Support Document or otherwise (including all amounts received on account of any sale of or other realization upon any of the Collateral pursuant to any Security Document), or pursuant to enforcement of the either Guarantee Agreement or the Parent Guarantee Sponsor Support Agreement, in each case while a Notice an Event of Enforcement Default has occurred and is in effect continuing, shall be deposited in the Enforcement Collateral Account. While a Notice an Event of Enforcement Default has occurred and is in effectcontinuing, all amounts on deposit in or required to be deposited in the Subordination Collateral Account or the General Collateral Account shall be transferred to the Enforcement Collateral Account. Upon the rescission At any time thereafter that all Events of each effective Notice of Enforcement in accordance with the terms hereofDefault shall have been cured or waived or otherwise shall cease to exist, the Collateral Agent shall (subject to the payment of any Obligations then due in accordance with Section 5.02) release any funds then remaining on deposit in the Enforcement Collateral Account to any Loan Party to 11 176 the extent required by any of the Security Documents; provided that such funds in an amount -------- equal to the sum of (xi) the amount of General Funds transferred to the Enforcement Collateral Account from the General Collateral Account pursuant to paragraph (d) of this Section and (yii) the amount of funds that would have been deposited in the General Collateral Account pursuant to paragraph (d) of this Section if a Notice an Event of Enforcement Default had not been in effectoccurred, together with all interest and income on such amounts, shall be deposited in the General Collateral Account for application in accordance with the terms of paragraph (d) of this Section. (c) All amounts which that are received by the Collateral Agent (in its capacity as Collateral Agent) pursuant to the terms of the Subordination Agreement shall be deposited in the Subordination Collateral Account. While a Notice an Event of Enforcement Default has occurred and is in effectcontinuing, all amounts on deposit in or required to be deposited in the Subordination Collateral Account shall be transferred to the Enforcement Collateral Account. (d) All amounts which that are received by the Collateral Agent (in its capacity as Collateral Agent) which by the terms of any Support Loan Document or any Secured Instrument are required to be held by the Collateral Agent (other than amounts required to be deposited in the Enforcement Collateral Account Account, the Subordination Collateral Account, the Additional Collateral Accounts or the Subordination Contingent Obligations Collateral Account) shall be deposited in the General Collateral Account. While a Notice an Event of Enforcement Default has occurred and is in effectcontinuing, all amounts on deposit in or required to be deposited in the General Collateral Account shall be transferred to the Enforcement Collateral Account. The Borrower Vesper may, by delivery to the Collateral Agent of a General Funds Release Request, request a release of General Funds from the General Collateral Account in accordance with the applicable provisions of the Support Loan Document or Secured Instrument or Secured Instruments Loan Documents which required such funds to be deposited with the Collateral Agent (but only to the extent any funds in the General Collateral Account were deposited in the General Collateral Account pursuant to such agreements). If no Notice of Enforcement Default has occurred and is in effect continuing on the date on which such General Funds are requested to be released pursuant to the applicable General Funds Release Request, the Collateral Agent shall release such General Funds in accordance with such General Funds Release Request. Pending the receipt by the Collateral Agent of a General Funds Release Request with respect to any General Funds or a transfer of such General Funds to the Enforcement Collateral Account as provided above, the Collateral Agent shall invest such funds in Permitted Investments (and the proceeds thereof and interest thereon shall constitute part of such General Funds). (e) All amounts that are received by the Collateral Agent or the Borrower pursuant to the terms of any Note Document shall be deposited in the Loan Repayment Account. In addition, the Borrower shall deposit, or cause to be deposited, in the Loan Repayment Account all amounts received from any other Loan Party or any Sponsor or Shareholder to pay any Borrower Obligations. While an Event of Default has occurred and is continuing, all amounts on deposit in or required to be deposited in the Loan Repayment Account shall be transferred to the Enforcement Collateral Account. Except as provided in the preceding sentence, all amounts deposited in the Loan Repayment Account shall be applied to pay Borrower Obligations as and when due under the Participating Credit Agreements in the manner described in such Participating Credit Agreements. (f) All amounts that are received by the Collateral Agent pursuant to the terms of the Sponsor Support Agreement shall be deposited in the Sponsor Support Account. While an Event of Default has occurred and is continuing, all amounts on deposit in or required to be deposited in the Sponsor Support Account shall be transferred to the Enforcement Collateral Account. Except as provided in the preceding sentence, all amounts deposited in the Sponsor Support Account shall be applied to pay Obligations as and when due under the Loan Documents in the manner described therein. (g) All amounts that are received by the Borrower as proceeds of Loans under any Participating Credit Agreement shall be deposited in the Cayman Loan Proceeds Account. While an Event of Default has occurred and is continuing, all amounts on deposit in or required to be deposited in the Cayman Loan Proceeds Account shall be refunded to the Lenders that shall have made the Loans to which such proceeds are attributable and applied to repay such Loans. Except as provided in the preceding sentence, all amounts deposited in the Cayman Loan Proceeds Account shall be used to purchase Notes from Vesper (and such amounts shall thereupon be transferred to the Brazilian Note Proceeds Account) within one Business Day of deposit therein; provided that any amount specified in the Borrowing Request relating to any such Loan as being required to pay fees under the relevant Participating Credit Agreement shall be transferred forthwith on receipt of such amount in the Cayman Loan Proceeds Account to the Loan Repayment Account by the Collateral Agent. (h) All amounts that are received by Vesper from the sale of Notes to the Borrower pursuant to the terms of the Note Documents shall be deposited in the Brazilian Note Proceeds Account. While an Event of Default has occurred and is continuing, all amounts on deposit in or required to be deposited in the Brazilian Note Proceeds Account shall be refunded to the Lenders that shall have made the Loans to which such amounts are attributable and applied to repay such Loans. Except as provided in the preceding sentence, all amounts deposited in the Brazilian Note Proceeds Account shall be used as described in the Borrowing Request for the Loans to which such deposited amounts are attributable. In order to request the release of funds deposited in the Brazilian Note Proceeds Account, Vesper shall submit a certificate of a Financial Officer to the Collateral Agent specifying the amount to be withdrawn and the use of such funds (which shall be consistent with the Borrowing Request to which such funds are attributable). Such certificate also shall include wire transfer instructions with respect to the funds to be withdrawn; provided that any and all funds that are to be released to make any payment to or for the account of any Secured Party or Vendor shall be released only by direct payment by the Collateral Agent to or for the account of such Secured Party or Vendor, and Vesper's written instructions shall provide for such direct payment. Any amount specified in the Borrowing Request for the Loans to which such deposited amounts are attributable as being required to make payments to an applicable Vendor in accordance with Section 5.10(a) of the Common Agreement shall be applied in payment of the relevant invoice promptly on receipt of such amount in the Brazilian Note Proceeds Account, and in any event within two Business Days thereof, by the Collateral Agent, in accordance with the irrevocable instructions of Vesper accompanying the relevant Borrowing Request. Any amount specified in the Borrowing Request for the Loans to which such deposited amounts are attributable as being required to pay interest or fees, or any principal, in respect of any Loan in accordance with Section 5.10(c) or 5.10(d) of the Common Agreement (respectively) shall be transferred promptly on receipt of such amount in the Brazilian Note Proceeds Account into the Loan Repayment Account by the Collateral Agent in accordance with the irrevocable instructions of Vesper accompanying the relevant Borrowing Request. (i) All amounts that are received by the Collateral Agent pursuant to Section 2.03(h) of the Common Agreement shall be deposited in the Loan Prepayment Suspense Account. While an Event of Default has occurred and is continuing, all amounts on deposit in or required to be deposited in the Loan Prepayment Suspense Account shall be transferred to the Enforcement Collateral Account. Except as provided in the preceding sentence, all amounts deposited in the Loan Prepayment Suspense Account shall be applied (in accordance with Vesper's instructions) to prepay Loans (or, in the case of funds deposited in Reais, to purchase dollars that are applied to prepay Loans) as and when required in accordance with Section 2.03(h) of the Common Agreement. (j) All amounts deposited in the Collateral Accounts or Additional Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and shall constitute Collateral. Each of Vesper and the Borrower hereby confirms and pledges, assigns and transfers to the Collateral Agent, and hereby creates and grants to the Collateral Agent, for the benefit of the Support Documents Secured Parties, a security interest in the Collateral Accounts and shall constitute the Additional Collateral under Accounts, all investments and other property and assets held therein or through such Accounts and all proceeds thereof, to secure the Security AgreementObligations. No Loan Party shall have any rights with respect to, and the Collateral Agent shall have exclusive dominion and control over, the Collateral Accounts and the Additional Collateral Accounts. Vesper, the Borrower, Holdings and the Subsidiaries hereby agree to take all actions and execute all documents, instruments, filings, registrations and annotations reasonably requested by the Collateral Agent in order to confirm, protect and perfect the security interest and the priority thereof granted pursuant to this Agreement and the other Loan Documents.