Common use of Collateral Proceeds Clause in Contracts

Collateral Proceeds. Each Borrower agrees to make such arrangements as shall be necessary or appropriate to assure (through the use of a lockbox under the sole control of the Administrative Agent) that all proceeds of the Collateral provided by such Borrower, subject to Sections 2.7(d) and 8.18 of this Agreement, are deposited (in the same form as received) in a separate remittance account maintained by such Borrower with and under the control of the Administrative Agent, each such account to constitute a special restricted account (each, a "RESTRICTED ACCOUNT"); PROVIDED, HOWEVER, that the Company and Intersound may use the same lockbox and same Restricted Account for such purposes. Any proceeds of Collateral received by any Borrower shall be held by such Borrower in trust for the Administrative Agent and the Lenders in the same form in which received, shall not be commingled with any assets of such Borrower, and shall be delivered promptly to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Restricted Account of such Borrower. The Borrowers acknowledge that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien on each Restricted Account and all funds contained therein for the ratable benefit of the Lenders to secure the Obligations. Prior to the Loan Mechanization Date, the Lenders agree with the Borrowers that if and so long as no Event of Default has occurred and is continuing hereunder, amounts on deposit in each Restricted Account will (subject to the rules and regulations of the relevant depository as from time to time in effect applicable to demand deposit accounts) be made available to the Borrowers for use in conduct of their respective businesses; PROVIDED, HOWEVER, upon the occurrence and during the continuation of any Event of Default hereunder, the Administrative Agent may apply the funds on deposit in any one or more of the Restricted Accounts as set forth in Section 3.3 hereof, and the Administrative Agent shall notify the Company of any such application. On and after the Loan Mechanization Date, no amounts deposited in the Restricted Accounts shall be released to the Borrowers, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations as set forth in Section 3 hereof, it being understood and agreed that notwithstanding such application, the Borrowers shall have the right to obtain additional Loans and Letters of Credit under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. Each The Borrower agrees to make make, and to cause each other Loan Party to make, such arrangements as shall be necessary or appropriate to assure (through the use of a lockbox one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the Collateral provided by such Borrower, subject to Sections 2.7(d) and 8.18 of this Agreement, are deposited (in the same form as received) in a separate one or more remittance account accounts maintained by such Borrower with and or otherwise under the control of the Administrative Agent, all of which, other than the PrivateBank Accounts and the RBS Accounts, are maintained with the Administrative Agent or a Lender (each such account to constitute a special restricted account (eachmaintained with the Administrative Agent or a Lender to be referred to herein as a “Concentration Account”). Within 60 days of the Closing Date, each of the PrivateBank Accounts shall be closed and any remaining funds in the PrivateBank Master Account shall be transferred to the Borrower’s Account and any remaining funds in the PrivateBank Collection Account shall be transferred to a "RESTRICTED ACCOUNT"); PROVIDED, HOWEVER, that Concentration Account. Until closed all proceeds in the Company and Intersound may use the same lockbox and same Restricted PrivateBank Collection Account for such purposesshall be transferred on a daily basis to a Concentration Account. Any proceeds of Collateral (other than proceeds in the RBS Merchant Services Account up to an amount equal to $50,000 at any one time) received by the Borrower and any Borrower other Loan Party shall be held by the Borrower or such Borrower other Loan Party in trust for the Administrative Agent and the Lenders in the same form in which received, shall not be commingled with any assets of the Borrower or such Borrowerother Loan Party, and shall be delivered promptly immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Restricted Account of such Borrowera Concentration Account. The Borrowers acknowledge Borrower acknowledges (on behalf of itself and additional Loan Parties) that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien Lien on each Restricted Concentration Account and all funds contained therein for the ratable benefit of the Lenders to secure the Obligations. Prior to the Loan Mechanization Date, the Lenders agree with the Borrowers that if and so long as no Event of Default has occurred and is continuing hereunder, amounts on deposit in each Restricted Account will (subject to the rules and regulations of the relevant depository as from time to time in effect applicable to demand deposit accounts) be made available to the Borrowers for use in conduct of their respective businesses; PROVIDED, HOWEVER, upon the occurrence and during the continuation of any Event of Default hereunder, the Administrative Agent may apply the funds on deposit in any one or more of the Restricted Accounts as set forth in Section 3.3 hereof, and the Administrative Agent shall notify the Company of any such application. On and after the Loan Mechanization Date, no No amounts deposited in the Restricted Accounts any Concentration Account shall be released to the BorrowersBorrower, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations to the extent and as set forth in Section 3 3.1 hereof, it being understood and agreed that the Borrower, notwithstanding such application, the Borrowers shall have the right to obtain additional Revolving Loans and Letters of Credit under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. Each The Borrower agrees to make make, and to cause each of its Subsidiaries to make, such arrangements as shall be necessary or appropriate to assure (through the use of a lockbox one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral provided by such Borrower, subject to Sections 2.7(d) and 8.18 of this Agreement, are deposited (in the same form as received) in a separate one or more remittance account accounts at least one of which is maintained by such Borrower with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each, each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "RESTRICTED ACCOUNTBlocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"); PROVIDED, HOWEVER. Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Company Administrative Agent's bailee subject to the Administrative Agent's direction and Intersound may use control and that such commercial bank agrees to wire transfer or ACH transfer to the same lockbox Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and same Restricted Account for when such purposescommercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availability. Any proceeds of A Collateral received by the Borrower or any Borrower of its Subsidiaries shall be held by the Borrower or such Borrower Subsidiary in trust for the Administrative Agent and the Lenders Banks in the same form in which received, shall not be commingled with any assets of such Borrowerthe Borrower or its Subsidiaries, and shall be delivered promptly immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Restricted Account of such BorrowerConcentration Account. The Borrowers acknowledge Borrower, for itself and its Subsidiaries, acknowledges that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien and security interest on each Restricted the Blocked Accounts and Concentration Account and all funds contained therein for the ratable benefit of the Lenders Banks to secure the Obligations. Prior to the Loan Mechanization Date, the Lenders agree with the Borrowers that if and so long as no Event of Default has occurred and is continuing hereunder, amounts on deposit in each Restricted Account will (subject to the rules and regulations Obligations of the relevant depository as from time to time Borrower and its Subsidiaries specified in effect applicable to demand deposit accounts) be made available to the Borrowers for use in conduct of their respective businesses; PROVIDED, HOWEVER, upon the occurrence and during the continuation of any Event of Default hereunder, the Administrative Agent may apply the funds on deposit in any one or more of the Restricted Accounts as set forth in Section 3.3 hereof, and the Administrative Agent shall notify the Company of any such applicationA Security Documents. On and after the Loan Mechanization Date, no No amounts deposited in the Restricted Blocked Accounts or Concentration Account shall be released to the BorrowersBorrower or any Subsidiary, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations of the Borrower and its Subsidiaries specified in the A Security Documents as set forth in Section 3 hereof, it being understood and agreed that the Borrower notwithstanding such application, the Borrowers application shall have the right to obtain additional Loans and Letters of Credit L/Cs under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. Each Borrower agrees to make make, and to cause each other Credit Party to make, such arrangements as shall be necessary or appropriate to assure (through the use of a lockbox one or more lockboxes or other similar accounts under the sole control of the Administrative Agent) that all proceeds of the First Priority Collateral provided by such Borrower, subject to Sections 2.7(d) and 8.18 of this Agreement, are deposited (in the same form as received) in a separate one or more remittance account accounts maintained by such Borrower with and or otherwise under the control of the Administrative Agent, all of which, other than the ▇▇▇▇▇ Account, are maintained with the Administrative Agent (each such account to constitute a special restricted account maintained with the Administrative Agent to be referred to herein as a “Concentration Account”). The ▇▇▇▇▇ Account may be maintained by Crown, but shall be placed under the control of the Administrative Agent within 60 days after the Closing Date. For purposes hereof, “control by the Administrative Agent” shall mean control under the applicable agreements covering such lockboxes and other accounts sufficient to reflect the Administrative Agent’s Lien on such lockboxes and other accounts (each, a "RESTRICTED ACCOUNT"and the amounts contained therein); PROVIDED, HOWEVER, that the Company and Intersound may use the same lockbox and same Restricted Account for such purposes. Any proceeds of such Collateral received by any Borrower and any other Credit Party shall be held by such Borrower or such other Credit Party in trust for the Administrative Agent and the Lenders in the same form in which received, shall not be commingled with any assets of such BorrowerBorrower or such other Credit Party, and shall be delivered promptly immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into a Concentration Account, or, in the Restricted case of proceeds received by Crown, the ▇▇▇▇▇ Account. Prior to the establishment of control by the Administrative Agent of the ▇▇▇▇▇ Account, Crown will promptly (and in any event within 3 Business Days), cause all funds in the ▇▇▇▇▇ Account to be transferred to a Concentration Account at any time that funds in the ▇▇▇▇▇ Account exceed $50,000. The control agreement relating to the ▇▇▇▇▇ Account shall provide that (i) absent an Event of such BorrowerDefault, at any time that funds in the ▇▇▇▇▇ Account exceed $50,000, all funds then contained in the ▇▇▇▇▇ Account shall be immediately wire transferred to a Concentration Account and (ii) during the continuance of an Event of Default, all funds in the ▇▇▇▇▇ Account shall be wire transferred at the end of each Business Day to a Concentration Account. The Borrowers acknowledge (on behalf of themselves and additional Credit Parties) that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien Lien on each Restricted Concentration Account and the ▇▇▇▇▇ Account and all funds contained therein for the ratable benefit of the Lenders to secure the Obligations. Prior to the Loan Mechanization Date, the Lenders agree with the Borrowers that if and so long as no Event of Default has occurred and is continuing hereunder, amounts on deposit in each Restricted Account will (subject to the rules and regulations of the relevant depository as from time to time in effect applicable to demand deposit accounts) be made available to the Borrowers for use in conduct of their respective businesses; PROVIDED, HOWEVER, upon the occurrence and during the continuation of any Event of Default hereunder, the Administrative Agent may apply the funds on deposit in any one or more of the Restricted Accounts as set forth in Section 3.3 hereof, and the Administrative Agent shall notify the Company of any such application. On and after the Loan Mechanization Date, no No amounts deposited in the Restricted Accounts any Concentration Account shall be released to the Borrowers, but shall instead be applied totreated as a payment hereunder and shall be applied, or otherwise held as collateral security foron a daily basis, to the outstanding Obligations to the extent and as set forth in Section 3 3.1 hereof, it being understood and agreed that the Borrowers, notwithstanding such application, the Borrowers shall have the right to obtain additional Revolving Loans and Letters of Credit under this Agreement subject to the terms and conditions hereof. If at any time after the application of such amounts to the Obligations as set forth in Section 3.1, any additional amounts remain, (a) if no Event of Default is then in existence, such additional amounts shall be promptly transferred to an interest-bearing investment account at the Administrative Agent or other investment or other account specified by the Borrower Representative (including without limitation any Borrower’s operating account) or (b) if an Event of Default is then in existence, such additional amounts shall be held as cash Collateral for the Letters of Credit (in the amount of 105% of the face amount of the outstanding Letters of Credit) other than the Cash Collateralized Letters of Credit and any excess amount shall be promptly transferred to an interest-bearing investment account at the Administrative Agent or other investment or other account specified by the Borrower Representative (including without limitation any Borrower’s operating account). Any such account, other than an operating account or an Excluded Account, shall be subject to a control agreement in favor of the Administrative Agent. Notwithstanding the foregoing, (1) the Borrowers need not have completed the process of instructing all of their Account Debtors (other than the Account Debtors of Crown who make payment to the ▇▇▇▇▇ Account) to make payments through the aforementioned lockboxes until 30 days after the Closing Date, (2) the Borrowers need not have completed control agreements for their existing deposit accounts located at the Administrative Agent until 30 days after the Closing Date and (3) the Borrowers need not execute and deliver a control agreement in favor of the Administrative Agent with respect to any Excluded Account.

Collateral Proceeds. Each Borrower shall make such arrangements as shall be necessary or appropriate in the Lender’s opinion to ensure, subject to the Intercreditor Agreement, that all proceeds of the Collateral are promptly paid into the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable; and until so remitted, such proceeds shall, subject to the Intercreditor Agreement, be deemed to be held in trust for the Lender until deposited into the Blocked Account or the Collection Accounts and without limiting the foregoing, each Borrower and each other Credit Party agrees to make such arrangements as shall be necessary or appropriate to assure (through the use of a lockbox under the sole control of the Administrative Agent) that all proceeds of the Collateral provided by such Borrower, subject to Sections 2.7(d) and 8.18 of this Agreement, are deposited (in the same form as received) in a separate remittance account maintained by such Borrower the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and under the control of the Administrative AgentBlocked Account Agreements, each such account to constitute a special restricted account (each, a "RESTRICTED ACCOUNT"); PROVIDED, HOWEVER, that the Company and Intersound may use the same lockbox and same Restricted Account for such purposesas applicable. Any proceeds of Collateral received by any Borrower Credit Party shall be held by such Borrower in trust for the Administrative Agent and Lender until deposited into the Lenders Blocked Account or the Collection Accounts in the same form in which received, shall not be commingled with any assets of such Credit Party, and, subject to the Intercreditor Agreement, shall be deposited immediately to the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable. Each Borrower, and shall each of the other Credit Parties, acknowledges that all funds in the Blocked Account and the Collection Accounts are to be delivered promptly dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable, and that, to the Administrative Agent (together with extent of any necessary endorsements thereto) for deposit into interest of the Restricted Account of such Borrower. The Borrowers acknowledge that Credit Parties therein, the Administrative Agent Lender, subject to the Intercreditor Agreement, has (and is hereby granted to the extent it does not already have) a lien Lien on each Restricted Account such accounts and all funds contained therein for the ratable benefit of the Lenders to secure the Obligations. Prior Notwithstanding the foregoing and for greater certainty, prior to the Loan Mechanization Date, the Lenders agree with the Borrowers that if and so long as no occurrence of an Event of Default has occurred and in circumstances where there is continuing hereundersufficient Borrowing Base to support the Accommodations Outstanding, amounts on deposit all funds in each Restricted the Blocked Account will (subject and the Collection Accounts shall be transferred to accounts controlled by the rules Borrower in accordance with the Lockbox Agreement and regulations of the relevant depository Blocked Account Agreement, as from time to time in effect applicable to demand deposit accounts) be made available to the Borrowers for use in conduct of their respective businesses; PROVIDED, HOWEVER, upon applicable. Upon the occurrence and during the continuation of any an Event of Default hereunder, or in circumstances where there is not a sufficient Borrowing Base to support the Administrative Agent may apply the funds on deposit in any one or more of the Restricted Accounts as set forth in Section 3.3 hereof, and the Administrative Agent shall notify the Company of any such application. On and after the Loan Mechanization DateAccommodations Outstanding, no amounts deposited in the Restricted Blocked Accounts and the Collection Accounts shall be released to the BorrowersCredit Parties, but shall shall, subject to the Intercreditor Agreement, instead be applied to, or otherwise held for application to, or as collateral security Security for, the outstanding Obligations as set forth (but in Section 3 hereofcircumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, only to the extent required to reduce the Accommodations Outstanding to the Borrowing Base) and (to the extent so provided in any other Credit Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Credit Parties to the Lender, it being understood and agreed that the Borrower notwithstanding such application, the Borrowers application shall have the right to obtain additional Loans and Letters of Credit under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. Each The Borrower agrees to make make, and to cause each of its Subsidiaries to make, such arrangements as shall be necessary or appropriate to assure (through the use of a lockbox one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral provided by such Borrower, subject to Sections 2.7(d) and 8.18 of this Agreement, are deposited (in the same form as received) in a separate one or more remittance account accounts at least one of which is maintained by such Borrower with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each, each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "RESTRICTED ACCOUNTBlocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"); PROVIDED, HOWEVER. Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Company Administrative Agent's bailee subject to the Administrative Agent's direction and Intersound may use control and that such commercial bank agrees to wire transfer or ACH transfer to the same lockbox Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and same Restricted Account for when such purposescommercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availability. Any proceeds of A Collateral received by the Borrower or any Borrower of its Subsidiaries shall be held by the Borrower or such Borrower Subsidiary in trust for the Administrative Agent and the Lenders Banks in the same form in which received, shall not be commingled with any assets of such Borrowerthe Borrower or its Subsidiaries, and shall be delivered promptly immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Restricted Account of such BorrowerConcentration Account. The Borrowers acknowledge Borrower, for itself and its Subsidiaries, acknowledges that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien and security interest on each Restricted the Blocked Accounts and Concentration Account and all funds contained therein for the ratable benefit of the Lenders Banks to secure the Obligations. Prior to the Loan Mechanization Date, the Lenders agree with the Borrowers that if and so long as no Event of Default has occurred and is continuing hereunder, amounts on deposit in each Restricted Account will (subject to the rules and regulations Obligations of the relevant depository as from time to time Borrower and its Subsidiaries specified in effect applicable to demand deposit accounts) be made available to the Borrowers for use in conduct of their respective businesses; PROVIDED, HOWEVER, upon the occurrence and during the continuation of any Event of Default hereunder, the Administrative Agent may apply the funds on deposit in any one or more of the Restricted Accounts as set forth in Section 3.3 hereof, and the Administrative Agent shall notify the Company of any such applicationA Security Documents. On and after the Loan Mechanization Date, no No amounts deposited in the Restricted Blocked Accounts or Concentration Account shall be released to the BorrowersBorrower or any Subsidiary, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations of the Borrower and its Subsidiaries specified in the A Security Documents as set forth in Section 3 hereof, it being understood and agreed that the Borrower notwithstanding such application, the Borrowers application shall have the right to obtain additional Loans and Letters of Credit L/Cs under this Agreement subject to the terms and conditions hereof."

Collateral Proceeds. Each Borrower The Company agrees to make such arrangements as shall be necessary or appropriate to assure (through the use of a lockbox one or more lock boxes under the sole control of the Administrative Agent) that all proceeds of the Collateral provided by such Borrower, subject to Sections 2.7(d) and 8.18 of this Agreement, are deposited (in the same form as received) in a separate one or more remittance account accounts at least one of which is maintained by such Borrower with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such 30 account to constitute a special restricted account (each, each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "RESTRICTED ACCOUNTBlocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"); PROVIDED, HOWEVER. Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the Collateral, that such commercial bank agrees to hold such funds as the Company Administrative Agent's bailee subject to the Administrative Agent's direction and Intersound may use control and that such commercial bank agrees to wire transfer to the same lockbox Concentration Account on a daily basis all amounts on deposit in the Blocked Account as and same Restricted Account for when such purposescommercial bank deems such amounts to constitute collected funds in accordance with its customary practices regarding funds availability. Any proceeds of Collateral received by any Borrower the Company shall be held by such Borrower the Company in trust for the Administrative Agent and the Lenders in the same form in which received, shall not be commingled with any assets of such Borrowerthe Company, and shall be delivered promptly immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into the Restricted Account of such BorrowerConcentration Account. The Borrowers acknowledge Company acknowledges that the Administrative Agent has (and is hereby granted to the extent it does not already have) a lien Lien on each Restricted Account the Blocked and Concentration Accounts and all funds contained therein for the ratable benefit of the Lenders to secure the Obligations. Prior to the Loan Mechanization Date, the Lenders agree with the Borrowers that if and so long as no Event of Default has occurred and is continuing hereunder, amounts on deposit in each Restricted Account will (subject to the rules and regulations of the relevant depository as from time to time in effect applicable to demand deposit accounts) be made available to the Borrowers for use in conduct of their respective businesses; PROVIDED, HOWEVER, upon the occurrence and during the continuation of any Event of Default hereunder, the Administrative Agent may apply the funds on deposit in any one or more of the Restricted Accounts as set forth in Section 3.3 hereof, and the Administrative Agent shall notify the Company of any such application. On and after the Loan Mechanization Date, no No amounts deposited in the Restricted Blocked or Concentration Accounts shall be released to the BorrowersCompany, but shall instead be applied to, or otherwise held as collateral security for, the outstanding Obligations as set forth in Section 3 hereof, it being understood and agreed that the Company notwithstanding such application, the Borrowers application shall have the right to obtain additional Loans and Letters of Credit under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. Each Borrower shall make such arrangements as shall be necessary or appropriate in the Lender’s opinion to ensure, subject to the Intercreditor Agreement, that all proceeds of the Collateral are promptly paid into the Blocked Account to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable; and until so remitted, such proceeds shall, subject to the Intercreditor Agreement, be deemed to be held in trust for the Lender until deposited into the Blocked Account and without limiting the foregoing, each Borrower and each other Credit Party agrees to make such arrangements as shall be necessary or appropriate to assure (through the use of a lockbox under the sole control of the Administrative Agent) that all proceeds of the Collateral provided by such Borrower, subject to Sections 2.7(d) and 8.18 of this Agreement, are deposited (in the same form as received) in a separate remittance account maintained by such Borrower the Blocked Account to be dealt with in accordance with the Lockbox Agreement and under the control of the Administrative AgentBlocked Account Agreements, each such account to constitute a special restricted account (each, a "RESTRICTED ACCOUNT"); PROVIDED, HOWEVER, that the Company and Intersound may use the same lockbox and same Restricted Account for such purposesas applicable. Any proceeds of Collateral received by any Borrower Credit Party shall be held by such Borrower in trust for the Administrative Agent and Lender until deposited into the Lenders Blocked Account in the same form in which received, shall not be commingled with any assets of such Credit Party, and, subject to the Intercreditor Agreement, shall be deposited immediately to the Blocked Account to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable. Each Borrower, and shall each of the other Credit Parties, acknowledges that all funds in the Blocked Account and the Collection Accounts are to be delivered promptly dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable, and that, to the Administrative Agent (together with extent of any necessary endorsements thereto) for deposit into interest of the Restricted Account of such Borrower. The Borrowers acknowledge that Credit Parties therein, the Administrative Agent Lender, subject to the Intercreditor Agreement, has (and is hereby granted to the extent it does not already have) a lien Lien on each Restricted Account such accounts and all funds contained therein for the ratable benefit of the Lenders to secure the Obligations. Prior Notwithstanding the foregoing and for greater certainty, prior to the Loan Mechanization Date, the Lenders agree with the Borrowers that if and so long as no occurrence of an Event of Default has occurred and in circumstances where there is continuing hereundersufficient Borrowing Base to support the Accommodations Outstanding, amounts on deposit all funds in each Restricted the Blocked Account will (subject shall be transferred to accounts controlled by a Borrower in accordance with the rules Lockbox Agreement and regulations of the relevant depository Blocked Account Agreement, as from time to time in effect applicable to demand deposit accounts) be made available to the Borrowers for use in conduct of their respective businesses; PROVIDED, HOWEVER, upon applicable. Upon the occurrence and during the continuation of any an Event of Default hereunder, or in circumstances where there is not a sufficient Borrowing Base to support the Administrative Agent may apply the funds on deposit in any one or more of the Restricted Accounts as set forth in Section 3.3 hereof, and the Administrative Agent shall notify the Company of any such application. On and after the Loan Mechanization DateAccommodations Outstanding, no amounts deposited in the Restricted Blocked Accounts or the Collection Accounts shall be released to the BorrowersCredit Parties, but shall shall, subject to the Intercreditor Agreement, instead be applied to, or otherwise held for application to, or as collateral security for, the outstanding Obligations as set forth (but in Section 3 hereofcircumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, only to the extent required to reduce the Accommodations Outstanding to the Borrowing Base) and (to the extent so provided in any other Credit Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Credit Parties to the Lender, it being understood and agreed that the Borrowers notwithstanding such application, the Borrowers application shall have the right to obtain additional Loans and Letters of Credit under this Agreement subject to the terms and conditions hereof.