Common use of Collateral Proceeds Clause in Contracts

Collateral Proceeds. The Borrower agrees to make, and to cause each other Designated Company to make, such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the Collateral are deposited (in the same form as received) in one or more remittance accounts maintained with or otherwise under the control of the Administrative Agent, for the ratable benefit of the Lenders, all of which are maintained with the Administrative Agent (each special restricted account maintained with the Administrative Agent to be referred to herein as a "Concentration Account"). Any proceeds of Collateral received by any Designated Company shall be held by such Designated 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 any Designated Company, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into a Concentration Account. The Borrower acknowledges (on behalf of itself and the other Designated Companies) that the Administrative Agent has (and is hereby granted to the extent it does not already have) a Lien on each Concentration Account and all funds contained therein to secure the Obligations, for the ratable benefit of the Lenders. No amounts deposited in any Concentration Account shall be released to the Borrower, 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 3.1 hereof, it being understood and agreed that the Borrower, notwithstanding such application, 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. The Borrower Each of the Borrowers agrees to make, and make from time to cause each other Designated Company to make, time such arrangements as shall be necessary or appropriate to assure ensure (through the use of one a blocked account or more lockboxes lockbox under the sole control of the Administrative Agent) that all proceeds of the Collateral are deposited (in the same form as received) in one or more remittance accounts maintained with or otherwise and under the control of the Administrative Agent, for the ratable benefit of the Lenders, all of which 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")account. Any proceeds of Collateral received by any Designated Company shall be Obligor shall, while held by such Designated Company Obligor, be held in trust for the Administrative Agent and the Lenders in the same form in which received, shall not be commingled with any assets of any Designated Companysuch Obligor, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into a Concentration Accountsuch account. The Borrower and each of the Obligors acknowledges (on behalf that all funds in such accounts are, unless they become the property of itself the Agent pursuant to any agreement with the Agent, held in trust for the Agent, and the other Designated Companies) that the Administrative Agent has (and is hereby granted that, to the extent it does not already have) of any interest of the Obligors therein, the Agent has been granted or will be granted a Lien on each Concentration Account such accounts and all funds contained therein to secure the Obligations, for the ratable benefit of the Lenders. No amounts deposited in any Concentration Account such accounts shall be released to the BorrowerObligors, but shall instead be applied to, or otherwise held for application to, or as collateral security for, the outstanding Obligations and (to the extent so provided in any other Document) any and as set forth all other indebtedness, liabilities and obligations, present or future, of each of the Obligors to the Agent and the Lenders under or in Section 3.1 hereofconnection with the Documents, it being understood and agreed that the Borrowerthat, notwithstanding such application, the Borrower shall have the right to obtain additional Revolving Loans and Letters of Credit Advances under this Agreement subject to the terms and conditions hereof.

Collateral Proceeds. The Borrower Each of the Borrowers agrees to make, and make from time to cause each other Designated Company to make, time such arrangements as shall be necessary or appropriate to assure ensure (through the use of one a blocked account or more lockboxes lockbox under the sole control of the Administrative Agent) that all proceeds of the Collateral are deposited (in the same form as received) in one or more remittance accounts maintained with or otherwise and under the control of the Administrative Agent, for the ratable benefit of the Lenders, all of which 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")account. Any proceeds of Collateral received by any Designated Company shall be Obligor shall, while held by such Designated Company Obligor, be held in trust for the Administrative Agent and the Lenders in the same form in which received, shall not be commingled with any assets of any Designated Companysuch Obligor, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into a Concentration Accountsuch account. The Borrower and each of the Obligors acknowledges (on behalf that all funds in such accounts are, unless they become the property of itself the Agent pursuant to any agreement with the Agent, held in trust for the Agent, and the other Designated Companies) that the Administrative Agent has (and is hereby granted that, to the extent it does not already have) of any interest of the Obligors therein, the Agent has been granted or will be granted a Lien on each Concentration Account such accounts and all funds contained therein to secure the Obligations, for the ratable benefit of the Lenders. No amounts deposited in any Concentration Account such accounts shall be released to the BorrowerObligors, but shall instead be applied to, or otherwise held for application to, or as collateral security for, the outstanding Obligations and (to the extent so provided in any other Document) any and as set forth all other indebtedness, liabilities and obligations, present or future, of each of the Obligors to the Agent and the Lenders under or in Section 3.1 hereofconnection with the Documents, it being understood and agreed that the Borrowerthat, notwithstanding such application, the Borrower shall have the right to obtain additional Revolving Loans and Letters of Credit Advances under this Agreement subject to the terms and conditions hereof. Notwithstanding the foregoing and for greater certainty, provided that no Default or Event of Default has occurred and is continuing and provided that a minimum Excess Availability of US$15,000,000 (or such other increased amount as may be required by the Agent upon the Borrowers exercise of the accordion feature set out in Section 3.21 hereof) is maintained at all times, the relevant depository banks, namely BMO and ▇▇▇▇▇▇, ▇▇▇▇, in respect of the bank accounts maintained by the Borrowers and/or the Obligors, as applicable, with such depository banks for purposes of this Agreement, comply with the transfer, withdrawal and disbursement instructions of the Borrowers and/or the Obligors, as applicable. If at any time Excess Availability falls below US$15,000,000 (or such other increased amount as may be required by the Agent upon the Borrowers exercise of the accordion feature set out in Section 3.21 hereof) or if at any time a Default or an Event of Default occurs and is continuing, then the Borrowers and the applicable Obligors hereby waive the authority, and shall not have any authority, to withdraw any amounts from, to draw upon or otherwise exercise any authority or powers with respect to such bank accounts and such bank accounts and all amounts held therein shall be under the sole dominion and control of the Agent. Any such increase in the amount of the Excess Availability required by the Agent upon the Borrower’s exercise of such accordion right shall be proportionate to the proportionate increase in the principal amount of the Credit Facilities due to the exercise of such accordion right.

Collateral Proceeds. The Borrower Each of the Borrowers agrees to make, and make from time to cause each other Designated Company to make, time such arrangements as shall be necessary or appropriate to assure ensure (through the use of one a blocked account or more lockboxes lockbox under the sole control of the Administrative Agent) that all proceeds of the Collateral are deposited (in the same form as received) in one or more remittance accounts maintained with or otherwise and under the control of the Administrative Agent, for the ratable benefit of the Lenders, all of which 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")account. Any proceeds of Collateral received by any Designated Company shall be Obligor shall, while held by such Designated Company Obligor, be held in trust for the Administrative Agent and the Lenders in the same form in which received, shall not be commingled with any assets of any Designated Companysuch Obligor, and shall be delivered immediately to the Administrative Agent (together with any necessary endorsements thereto) for deposit into a Concentration Accountsuch account. The Borrower and each of the Obligors acknowledges (on behalf that all funds in such accounts are, unless they become the property of itself the Agent pursuant to any agreement with the Agent, held in trust for the Agent, and the other Designated Companies) that the Administrative Agent has (and is hereby granted that, to the extent it does not already have) of any interest of the Obligors therein, the Agent has been granted or will be granted a Lien on each Concentration Account such accounts and all funds contained therein to secure the Obligations, for the ratable benefit of the Lenders. No amounts deposited in any Concentration Account such accounts shall be released to the BorrowerObligors, but shall instead be applied to, or otherwise held for application to, or as collateral security for, the outstanding Obligations and (to the extent so provided in any other Document) any and as set forth all other indebtedness, liabilities and obligations, present or future, of each of the Obligors to the Agent and the Lenders under or in Section 3.1 hereofconnection with the Documents, it being understood and agreed that the Borrowerthat, notwithstanding such application, the Borrower shall have the right to obtain additional Revolving Loans and Letters of Credit Advances under this Agreement subject to the terms and conditions hereof. Notwithstanding the foregoing and for greater certainty, provided that no Default or Event of Default has occurred and is continuing and provided that a minimum Excess Availability of US$15,000,000 is maintained at all times, the relevant depository banks, namely BMO and ▇▇▇▇▇▇, ▇▇▇▇, in respect of the bank accounts maintained by the Borrowers with such depository banks for purposes of this Agreement, comply with the transfer, withdrawal and disbursement instructions of the Borrowers. If at any time Excess Availability falls below US$15,000,000 or if at any time a Default or an Event of Default occurs and is continuing, then the Borrowers hereby waive the authority, and shall not have any authority, to withdraw any amounts from, to draw upon or otherwise exercise any authority or powers with respect to such bank accounts and such bank accounts and all amounts held therein shall be under the sole dominion and control of the Agent.