Common use of Depository System Clause in Contracts

Depository System. (a) To the extent not already established, within 30 days after the Restatement Closing Date, the Grantors shall establish, subject to the control of the Collateral Agent pursuant to the Depository Agreements, for the ratable benefit of the Collateral Agent and the other Secured Parties, a system of deposit accounts (the "Depository System") with one or more financial institutions that are reasonably satisfactory to the Collateral Agent into which the Proceeds of all Accounts Receivable and Inventory shall be deposited and forwarded to the Collateral Agent in accordance with the Depository Agreements. To the extent any Grantor's deposit accounts are not part of the Depository System within 30 days after the Restatement Closing Date, such Grantor shall move such deposit accounts to a financial institution designated by the Administrative Agent and such Grantor will use best efforts to cause such financial institution to enter into a Depository Agreement. (b) All Proceeds of Inventory and Accounts Receivable that have been received on any Business Day through the Depository System will be transferred into the Concentration Account on such Business Day to the extent required by the applicable Depository Agreement. All Proceeds stemming from the sale of a substantial portion of the Collateral (other than Proceeds of Accounts) that have been received by a Grantor on any Business Day will be transferred into the Concentration Account on such Business Day. All Proceeds received on any Business Day by the Collateral Agent pursuant to Section 5.02 will be transferred into the Concentration Account on such Business Day. (c) The Concentration Account is, and shall remain, under the sole dominion and control of the Collateral Agent. Each Grantor acknowledges and agrees that (i) such Grantor has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations and (iii) upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent's election, the funds on deposit in the Concentration Account shall be applied as provided in Section 6.02 of this Agreement. So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly remit any funds on deposit in the Concentration Account to the General Fund Account and the Borrower shall have the right, at any time and from time to time, to withdraw such amounts from the General Fund Account as it shall deem to be necessary or desirable. (d) Effective upon notice to the Grantors from the Collateral Agent after the occurrence and during the continuance of an Event of Default (which notice may be given by telephone if promptly confirmed in writing), the Concentration Account will, without any further action on the part of any Grantor, the Collateral Agent or any Sub-Agent, convert into a closed account under the exclusive dominion and control of the Collateral Agent in which funds are held subject to the rights of the Collateral Agent hereunder. Each Grantor irrevocably authorizes the Collateral Agent to notify each Sub-Agent (i) of the occurrence of an Event of Default and (ii) of the matters referred to in this paragraph (d). Following the occurrence of an Event of Default, the Collateral Agent may instruct each Sub-Agent to transfer immediately all funds held in each deposit account to the Concentration Account.

Depository System. (a) To the extent not already established, within 30 Within 90 days after the Restatement Closing Date, the Grantors shall establish, subject to the control of the Collateral Agent pursuant to the Depository Agreements, for the ratable benefit of the Collateral Agent and the other Secured Parties, a system of deposit accounts (the "Depository System") with one or more financial institutions that are reasonably satisfactory to the Collateral Agent into which the Proceeds of all Accounts Receivable and Inventory shall be deposited and forwarded to the Collateral Agent in accordance with the Depository Agreements. To the extent any Grantor's deposit accounts are not part of the Depository System within 30 days after the Restatement Closing Date, such Grantor shall move such deposit accounts to a financial institution designated by the Administrative Agent and such Grantor will use best efforts to cause such financial institution to enter into a Depository Agreement. (b) All Proceeds of Inventory and Accounts Receivable that have been received on any Business Day through the Depository System will be transferred into the Concentration Account on such Business Day to the extent required by the applicable Depository Agreement. All Proceeds stemming from the sale of a substantial portion of the Collateral (other than Proceeds of Accounts) that have been received by a Grantor on any Business Day will be transferred into the Concentration Account on such Business Day. All Proceeds received on any Business Day by the Collateral Agent pursuant to Section 5.02 will be transferred into the Concentration Account on such Business Day. (c) The Concentration Account is, and shall remain, under the sole dominion and control of the Collateral Agent. Each Grantor acknowledges and agrees that (i) such Grantor has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations and (iii) upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent's election, the funds on deposit in the Concentration Account shall be applied as provided in Section 6.02 of this Agreement6.02. So long as (y) no Event of Default has occurred and is continuing, and (z) no Reduced Availability Event (as defined below) has occurred and is continuing, the Collateral Agent shall promptly remit any funds on deposit in the Concentration Account to the General Fund Account and the Borrower shall have the right, at any time and from time to time, to withdraw such amounts from the General Fund Account as it shall deem to be necessary or desirable. (d) Effective upon notice to the Grantors from the Collateral Agent (i) after the occurrence and during the continuance of an Event of Default or (ii) in the event that the total Borrowing Base does not exceed the sum of the Total Exposures by at least $30,000,000 ("Reduced Availability Event") (which notice may be given by telephone if promptly confirmed in writing), the Concentration Account will, without any further action on the part of any Grantor, the Collateral Agent or any Sub-Agent, convert into a closed account under the exclusive dominion and control of the Collateral Agent in which funds are held subject to the rights of the Collateral Agent hereunder. Each Grantor irrevocably authorizes the Collateral Agent to notify each Sub-Agent (i) of the occurrence of an Event of Default or a Reduced Availability Event and (ii) of the matters referred to in this paragraph (d). Following the occurrence of an Event of DefaultDefault or a Reduced Availability Event, the Collateral Agent may instruct each Sub-Agent to transfer immediately all funds held in each deposit account to the Concentration Account.

Depository System. (a) To the extent not already established, within 30 days after the Restatement Closing Date, the Grantors shall establish, subject to the control of the Collateral Agent pursuant to the Depository Agreements, for the ratable benefit of the Collateral Agent and the other Secured Parties, a system of deposit accounts (the "Depository System") with one or more financial institutions that are reasonably satisfactory to the Collateral Agent into which the Proceeds of all Accounts Receivable and Inventory shall be deposited and forwarded to the Collateral Agent in accordance with the Depository Agreements. To the extent any Grantor's deposit accounts are not part of the Depository System within 30 days after the Restatement Closing Date, such Grantor shall move such deposit accounts to a financial institution designated by the Administrative Agent and such Grantor will use best efforts to cause such financial institution to enter into a Depository Agreement. (b) All Proceeds of Inventory and Accounts Receivable that have been received on any Business Day through the Depository System will be transferred into the Concentration Account on such Business Day to the extent required by the applicable Depository Agreement. All Proceeds stemming from the sale of a substantial portion of the Collateral (other than Proceeds of Accounts) that have been received by a Grantor on any Business Day will be transferred into the Concentration Account on such Business Day. All Proceeds received on any Business Day by the Collateral Agent pursuant to Section 5.02 will be transferred into the Concentration Account on such Business Day. (c) The Concentration Account is, and shall remain, under the sole dominion and control of the Collateral Agent. Each Grantor acknowledges and agrees that (i) such Grantor has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall continue to be collateral security for all of the Obligations and (iii) upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent's election, the funds on deposit in the Concentration Account shall be applied as provided in Section 6.02 of this Agreement6.02. So long as (y) no Event of Default has occurred and is continuing, and (z) no Reduced Availability Event (as defined below) has occurred and is continuing, the Collateral Agent shall promptly remit any funds on deposit in the Concentration Account to the General Fund Account and the Borrower shall have the right, at any time and from time to time, to withdraw such amounts from the General Fund Account as it shall deem to be necessary or desirable. (d) Effective upon notice to the Grantors from the Collateral Agent (i) after the occurrence and during the continuance of an Event of Default or (ii) in the event that the total Borrowing Base (which shall be determined using an Advance Rate Percentage equal to 65%) does not exceed the sum of the Total Exposures by at least $30,000,000 ("Reduced Availability Event") (which notice may be given by telephone if promptly confirmed in writing), the Concentration Account will, without any further action on the part of any Grantor, the Collateral Agent or any Sub-Agent, convert into a closed account under the exclusive dominion and control of the Collateral Agent in which funds are held subject to the rights of the Collateral Agent hereunder. Each Grantor irrevocably authorizes the Collateral Agent to notify each Sub-Agent (i) of the occurrence of an Event of Default or a Reduced Availability Event and (ii) of the matters referred to in this paragraph (d). Following the occurrence of an Event of DefaultDefault or a Reduced Availability Event, the Collateral Agent may instruct each Sub-Agent to transfer immediately all funds held in each deposit account to the Concentration Account.