Collateral Accounts. (A) There is hereby established with the Collateral Agent a cash collateral account (the "General Collateral Account") in the name and under the control of the Collateral Agent into which there shall be deposited on each Domestic Business Day the cash proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to Section 9(B) or any other provision of this Agreement or the Credit Agreement for credit to subaccounts therein of the respective Lien Grantors. Any income received by the Collateral Agent with respect to the balance from time to time standing to the credit of the General Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Lien Grantor agrees that, from and after the date on which the requirements of clauses (x) and (y) first apply under Section 5.30(b) of the Credit Agreement, if the proceeds of any Collateral hereunder (including all cash, checks, drafts, money orders and other payments in respect of Accounts) shall be received by it, such Lien Grantor shall, as promptly as possible (and in any event within one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Collateral Agent and the Lenders and shall not be commingled with any other funds or property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to Section 5.30(a) of the Credit Agreement, each Blocked Account Bank shall remit all proceeds of such payments deposited in the Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Account. (C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E). (D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B), the Borrower will provide to the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower may instruct the Collateral Agent to transfer funds from the General Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D). On each Domestic Business Day on which there is a balance standing to the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit), the Collateral Agent shall inform the Agent thereof and such funds shall be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreement. After application as aforesaid, and so long as no Event of Default has occurred and is continuing, the balance of such funds shall be transferred to one or more Operating Accounts in accordance with the Borrower's instructions. (E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended. (F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13. (G) Amounts on deposit in the Collateral Accounts shall be invested and re- invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor to the payment of the Secured Obligations of such Lien Grantor in the manner specified in Section 13. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Collateral Agent and (ii) in order to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Security Interest therein, each Liquid Investment shall be either:
Appears in 1 contract
Collateral Accounts. (Aa) There The Trustee is hereby established with authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Agent Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Collateral Documents.
(b) The Collateral Account shall be a cash collateral deposit account (the "General Collateral Account") in the name maintained with, and under the sole control of, the First-Priority Collateral Agent and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the Junior First Lien Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral Agent into which there shall be deposited on each Domestic Business Day the cash proceeds of the Collateral required to be delivered pursuant to the Collateral Agent Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to Section 9(B) the Collateral Documents, shall, subject to the Intercreditor Agreements, be deposited in the Collateral Account to the extent required by this Indenture or any other provision the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the First-Priority Collateral Agent to the Trustee in accordance with the terms of this Agreement or the Credit Agreement for credit Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to subaccounts therein of the respective Lien Grantors. Any income received by be made into the Collateral Account under this Indenture, the Junior First Lien Notes Collateral Agent with respect shall receive an Officer’s Certificate directing the Junior First Lien Notes Collateral Agent to the balance from time to time standing to the credit of the General Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedmake such deposit.
(Bc) Each Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Junior First Lien Grantor agrees that, from and after the date on which the requirements of clauses (x) and (y) first apply under Section 5.30(b) of the Credit Agreement, if the proceeds of any Notes Collateral hereunder (including all cash, checks, drafts, money orders and other payments Agent in respect of Accounts) shall be received by itwriting to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. The Company acknowledges that for so long as the Junior First Lien Grantor shallNotes Collateral Agent holds Cash Equivalents pending investment direction from the Company, as promptly as possible (and in any event within such Cash Equivalents will be uninvested until one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so deposited, all such proceeds shall be held in trust by such the Junior First Lien Grantor for and as the property of the Notes Collateral Agent and the Lenders and shall not be commingled with any other funds or property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to Section 5.30(a) of the Credit Agreement, each Blocked Account Bank shall remit all proceeds of receives such payments deposited in the Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Account.
(C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E).
(D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B), the Borrower will provide to the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower may instruct the Collateral Agent to transfer funds direction from the General Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D)Company. On each Domestic Business Day on which there is a balance standing to the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit), the Collateral Agent shall inform the Agent thereof and such funds shall be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreement. After application as aforesaid, and so So long as no Event of Default has shall have occurred and is be continuing, the balance Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be transferred credited to one the Collateral Account. Neither the Trustee nor the Junior First Lien Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or more Operating Accounts any sale, liquidation or redemption thereof made in accordance with the Borrower's instructionsprovisions of this Section 11.08(c).
(E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended.
(F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13.
(G) Amounts on deposit in the Collateral Accounts shall be invested and re- invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor to the payment of the Secured Obligations of such Lien Grantor in the manner specified in Section 13. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Collateral Agent and (ii) in order to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Security Interest therein, each Liquid Investment shall be either:
Appears in 1 contract
Collateral Accounts. (Aa) There is hereby Each Credit Party shall provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, for each Collateral Account that any Credit Party at any time maintains (and in connection with any such Collateral Account established with after the Collateral Agent a cash collateral account (the "General Closing Date, prior to opening such Collateral Account"), each Credit Party shall (a) in the name and under the control of the Collateral Agent into which there shall be deposited on each Domestic Business Day the cash proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to Section 9(B) or any other provision of this Agreement or the Credit Agreement for credit to subaccounts therein of the respective Lien Grantors. Any income received by the Collateral Agent with respect to each Collateral Account located in the balance United States, cause the applicable bank or financial institution at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement, inter alia, (i) provides that, upon written notice from time to time standing to the credit Agent, such bank or financial institution shall comply with instructions originated by Agent directing disposition of the General Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, funds in the General such Collateral Account for credit without further consent by such Credit Party and (ii) may not be terminated without prior written consent of Agent and (b) with respect to all other Collateral Accounts, take such other action (in a jurisdiction other than the subaccount United States) as is necessary to ensure that Agent has a first priority perfected security interest in such Collateral Account and the amounts held therein. The provisions of the applicable Lien Grantor. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof, shall constitute part of the Collateral hereunder but previous sentence shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedapply to Excluded Accounts.
(Bb) Each Lien Grantor agrees that, from and after the date on which the requirements of clauses (x) and (y) first apply under Section 5.30(b) of the The Credit Agreement, if the proceeds of any Collateral hereunder (including all cash, checks, drafts, money orders and other payments in respect of Accounts) Parties shall be received by it, such Lien Grantor shall, as promptly as possible (and in any event within maintain one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so depositedor more separate Payroll Accounts, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Collateral Agent and the Lenders and shall not be commingled commingle any monies allocated for such purposes with funds in any other funds or property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to Section 5.30(a) of the Credit Agreement, each Blocked Account Bank shall remit all proceeds of such payments deposited in the Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Deposit Account.
(Cc) There is hereby established with During the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of Deposit Account Transition Period, the Credit Agreement Parties shall (i) not permit the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any aggregate amounts on deposit in such Insurance Account in accordance with Section 9(E). All rightthe First Citizens Deposit Accounts to exceed $500,000 at any time and (ii) ensure that, title and interest in and to by the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Agent, shall constitute part close of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E).
(D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B), the Borrower will provide to the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower may instruct the Collateral Agent to transfer funds from the General Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D). On each Domestic last Business Day on which there is a balance standing to the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit)each calendar week, the Collateral Agent shall inform the Agent thereof and such funds shall be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreement. After application as aforesaid, and so long as no Event of Default has occurred and is continuing, the balance of such funds shall be transferred to one or more Operating Accounts in accordance with the Borrower's instructions.
(E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such all amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended.
(F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13.
(G) Amounts on deposit in the Collateral First Citizens Deposit Accounts shall be invested and re- invested from time are transferred to time a U.S. Deposit Account that is subject to a Control Agreement in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held favor of Agent pursuant to an irrevocable standing wire instruction or other arrangement satisfactory to Agent (in the name and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor to the payment of the Secured Obligations of such Lien Grantor in the manner specified in Section 13. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Collateral Agent and (ii) in order to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Security Interest therein, each Liquid Investment shall be either:its reasonable discretion).
Appears in 1 contract
Sources: Credit, Guaranty and Security Agreement (Midatech Pharma PLC)
Collateral Accounts. (Aa) There The Trustee is hereby established with authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Agent a cash collateral account Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreements.
(b) Prior to the "General Issue Date, the Trustee shall have established the Collateral Account") in the name , which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Account shall be a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral Agent into which there shall be deposited on each Domestic Business Day the cash Collateral, issuances of Additional Notes and other awards or proceeds of the Collateral required to be delivered pursuant to the Collateral Agent pursuant to Section 9(B) or any other provision of this Agreement or the Credit Agreement for credit to subaccounts therein of the respective Lien Grantors. Any Documents, including earnings, revenues, rents, issues, profits and income received by from the Collateral Agent with respect to the balance from time to time standing to the credit of the General Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made received pursuant to Section 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided.
(B) Each Lien Grantor agrees that, from and after the date on which the requirements of clauses (x) and (y) first apply under Section 5.30(b) of the Credit Agreement, if the proceeds of any Collateral hereunder (including all cash, checks, drafts, money orders and other payments in respect of Accounts) shall be received by it, such Lien Grantor shall, as promptly as possible (and in any event within one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Collateral Agent and the Lenders and shall not be commingled with any other funds or property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to Section 5.30(a) of the Credit AgreementDocuments, each Blocked Account Bank shall remit all proceeds of such payments deposited in the Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Account.
(C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, Account to the extent required under by this Indenture, the Collateral Documents or the Intercreditor Agreements, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 5.03(d) of the Credit Agreement2.01(a), to cause Section 3.05, Section 6.10 and Section 11.08(a). In connection with any Insurance Proceeds received by it and all deposits to be deposited made into the Collateral Account under this Indenture, the Trustee shall receive an Officers’ Certificate directing the Trustee to make such deposit.
(c) Pending the distribution of funds in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Collateral Account in accordance with Section 9(E). All rightthe provisions hereof and provided that no Event of Default shall have occurred and be continuing, title and interest the Company may direct the Trustee to invest such funds in and Cash Equivalents specified in such direction, such investments to mature by the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Agent, shall constitute part of the Collateral times such funds are needed hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject such direction to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E).
(D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B), the Borrower will provide to the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower may instruct the Collateral Agent to transfer funds from the General Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D). On each Domestic Business Day on which there is a balance standing to the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit), the Collateral Agent shall inform the Agent thereof and certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreementcontinuing. After application as aforesaid, and so So long as no Event of Default has shall have occurred and is be continuing, the balance Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.05 hereof, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be transferred credited to one the Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or more Operating Accounts any sale, liquidation or redemption thereof made in accordance with the Borrower's instructionsprovisions of this Section 11.08(c).
(E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended.
(F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13.
(G) Amounts on deposit in the Collateral Accounts shall be invested and re- invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor to the payment of the Secured Obligations of such Lien Grantor in the manner specified in Section 13. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Collateral Agent and (ii) in order to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Security Interest therein, each Liquid Investment shall be either:
Appears in 1 contract
Sources: Indenture (EM Holdings LLC)
Collateral Accounts. (Aa) There is hereby established Promptly after the Collateral Agent determines that any Casualty Proceeds are to be deposited pursuant to Section 5.08 of the Credit Agreement with respect to property of any Grantor, the Collateral Agent shall establish an account (such Grantor's "Casualty Proceeds Account") with the Collateral Agent, in the name and under the exclusive control of the Collateral Agent, into which all Casualty Proceeds to be deposited with respect to property of such Grantor shall be deposited from time to time.
(b) So long as no Enforcement Notice is in effect, Casualty Proceeds to be released from a Casualty Proceeds Account pursuant to Section 5.08(a)(i) of the Credit Agreement shall be distributed by the Collateral Agent to the relevant Grantor at such times and in such amounts as such Grantor shall request for the purpose of restoring, repairing, replacing or rebuilding the asset in respect of which such Casualty Proceeds were received. Any such request shall be accompanied by a certificate of a Financial Officer describing in reasonable detail the restoration, repair, replacement or rebuilding for which such funds have been or will be expended and the date (which shall not be later than 30 days after the date of such certificate) by which such Grantor is obligated to make such payment, provided that no such certificate shall be required if the aggregate Casualty Proceeds requested for the restoration, repair, replacement or rebuilding of the relevant asset is less than $100,000 with respect to any Casualty Event. If immediately available cash on deposit in any Grantor's Casualty Proceeds Account is not sufficient to make any such distribution to it, the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in such Casualty Proceeds Account as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 7, such distribution shall not be made until such liquidation has taken place.
(c) So long as no Enforcement Notice is in effect, the Collateral Agent shall distribute to the Administrative Agent, at its request from time to time, the amounts on deposit in the Casualty Proceeds Account which are required to be applied to prepay Loans in accordance with Section 2.08(e) of the Credit Agreement.
(d) Promptly after the Collateral Agent determines that any cash proceeds of any Grantor's Collateral are to be realized upon any exercise of remedies pursuant to the Collateral Documents, the Collateral Agent shall establish an account with respect to such Grantor (such Grantor's "Cash Proceeds Account") with the Collateral Agent, in the name and under the exclusive control of the Collateral Agent, into which all such cash proceeds of such Grantor's Collateral shall be deposited from time to time (unless required to be deposited in another Collateral Account). This subsection (e) shall not apply to any cash proceeds that are deposited in a Concentration Account and are not required to be deposited in any Collateral Account.
(e) Promptly after the Collateral Agent determines that any cash collateral is to be deposited to secure LC Reimbursement Obligations pursuant to Section 8.04 of the Credit Agreement or in the event any prepayment amounts are applied pursuant to Section 2.08 of the Credit Agreement to reduce the Tranche A Commitments below the aggregate amount of the LC Exposure, the Collateral Agent shall establish a cash collateral account (the "General LC Collateral Account") with the Collateral Agent, in the name and under the exclusive control of the Collateral Agent Agent, into which there all cash collateral deposited pursuant to said Section 2.08(h) or 8.04 shall be deposited deposited. If and when any LC Issuing Bank pays a draft drawn under any outstanding Letter of Credit on each Domestic Business Day which any deposit in the cash proceeds of LC Collateral Account was based, the amount so paid by it (but not more than the amount in the LC Collateral required to be delivered to Account at the time) shall, promptly after such LC Issuing Bank notifies the Collateral Agent pursuant of such payment, be withdrawn by the Collateral Agent from the LC Collateral Account and paid to Section 9(B) the relevant LC Issuing Bank or the Lenders, as appropriate. If at any time the amount in the LC Collateral Account exceeds the aggregate amount then required to pay all unreimbursed drawings under, and to cover all possible subsequent drawings under, all outstanding Letters of Credit on which any deposits in the LC Collateral Account were based, the excess amount shall, so long as no Enforcement Notice is in effect, be withdrawn by the Collateral Agent and paid to the Borrowers. If immediately available cash on deposit in the LC Collateral Account is not sufficient to make any distribution referred to in this subsection (e), the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in the LC Collateral Account as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Agreement Section 7, such distribution shall not be made until such liquidation has taken place.
(f) Amounts on deposit in any Collateral Account shall be invested and re- invested from time to time in such Liquid Investments as MHG, as agent or attorney-in-fact for the Credit Agreement for credit to subaccounts therein of the respective Lien Grantorsrelevant Grantor shall direct. Any income received by the Collateral Agent with respect to the balance from time to time standing to the credit of the General any Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the General such Collateral Account for credit to the subaccount of the applicable Lien GrantorAccount. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided.
(B) Each Lien Grantor agrees that, from and after the date on which the requirements of clauses (x) and (y) first apply under Section 5.30(b) of the Credit Agreement, if the proceeds of any Collateral hereunder (including all cash, checks, drafts, money orders and other payments in respect of Accounts) shall be received by it, such Lien Grantor shall, as promptly as possible (and in any event within one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Collateral Agent and the Lenders and shall not be commingled with any other funds or property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to Section 5.30(a) of the Credit Agreement, each Blocked Account Bank shall remit all proceeds of such payments deposited in the Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Account.
(C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(Gthis subsection (f) hereof shall vest in the Collateral Agent, shall constitute part of the relevant Grantor's Collateral hereunder and shall not constitute payment of the its Secured Obligations until applied thereto as hereinafter providedprovided in Section 15. If an Enforcement Notice is in effect, subject to any amounts held in any Collateral Account shall be retained in such Collateral Account and, if and when requested by the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E).
(D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B)Administrative Agent, the Borrower will provide to shall be withdrawn by the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower may instruct the Collateral Agent to transfer funds from the General Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D). On each Domestic Business Day on which there is a balance standing to the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit), the Collateral Agent shall inform the Agent thereof and such funds shall be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreement. After application as aforesaid, and so long as no Event of Default has occurred and is continuing, the balance of such funds shall be transferred to one or more Operating Accounts in accordance with the Borrower's instructions.
(E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended.
(F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 1315.
(Gg) Amounts on deposit in the Collateral Accounts shall be invested and re- invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor to the payment of the Secured Obligations of such Lien Grantor in the manner specified in Section 13. For this purposepurposes hereof, "Liquid Investments" means any Temporary Cash Investments; provided Investment that (i) each Liquid Investment shall mature matures within 30 days after it is acquired by or for the account of the Collateral Agent and (ii) in order to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Security Interest security interest therein, each Liquid Investment shall be either:
Appears in 1 contract
Sources: Security Agreement (Mariner Post Acute Network Inc)
Collateral Accounts. (A) There is hereby established with As such times as it deems appropriate, the Collateral Agent shall establish and, at all times thereafter until this Agreement shall have terminated, maintain at its principal banking office in New York City the following three accounts: (i) the LIFO L/C Cash Collateral Account, (ii) the Existing L/C Cash Collateral Account and (iii) a cash collateral account (the "General PRIMARY COLLATERAL ACCOUNT"; collectively with the LIFO L/C Cash Collateral Account, and the Existing L/C Cash Collateral Account, the "COLLATERAL ACCOUNTS"). The Collateral Agent shall deposit into (x) the LIFO L/C Cash Collateral Account all amounts (1) received by it and designated for such purpose in the name and under the control accordance with subsection 3.5 or Section 8 of the Collateral Agent into which there shall be deposited LIFO Credit Agreement or (2) distributed by it in respect of First Priority Obligations constituting outstanding LIFO Letters of Credit on each Domestic Business Day the cash proceeds of the Collateral required to be delivered to the Collateral Agent applicable Distribution Date pursuant to clause "SECOND" of Section 9(B4.3(b); (y) or any other provision the Existing L/C Cash Collateral Account all amounts (1) received by it and designated for such purpose in accordance with Section 2.2(f) of this Agreement or Section 8 of the Existing Credit Agreement for credit or (2) distributed by it in respect of Second Priority Obligations constituting outstanding Existing Letters of Credit on the applicable Distribution Date pursuant to subaccounts therein clause "THIRD" of the respective Lien Grantors. Any income received by the Collateral Agent with respect to the balance from time to time standing to the credit of the General Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, Section 4.3(b) and (z) except as provided in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided.
(B) Each Lien Grantor agrees that, from and after the date on which the requirements of preceding clauses (x) and (y), the Primary Collateral Account all amounts received by it in its capacity as Collateral Agent (and not in any other capacity) first apply under Section 5.30(b) of the Credit Agreement, if the proceeds of any Collateral hereunder (including all cash, checks, drafts, money orders and other payments in respect of Accounts) shall be the Collateral, including all monies received by it, such Lien Grantor shall, as promptly as possible (and in on account of any event within one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as the property sale of or other realization upon any of the Collateral Agent and the Lenders and shall not be commingled with any other funds or property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to Section 5.30(a) any Security Document, as a result of the Credit Agreementenforcement of rights and remedies under the Security Documents, each Blocked Account Bank shall remit all proceeds as a result of such payments deposited the turnover obligations contained in the Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account Section 3.2 hereof or as the Collateral Agent may otherwise instruct such bankotherwise. All such payments made to the Collateral Agent shall be amounts deposited in the General Collateral Account.
(C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E).
(D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B), the Borrower will provide to the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower may instruct the Collateral Agent to transfer funds from the General Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D). On each Domestic Business Day on which there is a balance standing to the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit), the Collateral Agent shall inform the Agent thereof and such funds shall be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreement. After application as aforesaid, and so long as no Event of Default has occurred and is continuing, the balance of such funds shall be transferred to one or more Operating Accounts in accordance with the Borrower's instructions.
(E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended.
(F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13.
(G) Amounts on deposit in the Collateral Accounts shall be invested held by the Collateral Agent subject to the terms hereof and re- invested from time to time in such Liquid Investments as of the Security Documents. Neither the Borrower nor any Guarantor shall determinehave any rights with respect to, which Liquid Investments shall be held in the name and be under the control of the Collateral AgentAgent shall have exclusive dominion and control over, the Collateral Accounts; provided that, if an PROVIDED that so long as no Default or Event of Default has shall have occurred and is be continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor shall pay to the payment of the Secured Obligations of such Lien Grantor Borrower interest accrued on amounts on deposit in the manner specified in Section 13. For this purpose, "Liquid Investments" means Temporary Existing L/C Cash Investments; provided that (i) Collateral Account and the LIFO L/C Cash Collateral Account on the last day of each Liquid Investment shall mature within 30 days after it is acquired by the Collateral Agent and (ii) in order to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Security Interest therein, each Liquid Investment shall be either:month
Appears in 1 contract
Collateral Accounts. (Aa) There is hereby established with The Trustee and Collateral Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement.
(b) The Collateral Agent a cash collateral account (shall establish the "General Collateral Account") in the name Accounts when and as needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, be maintained with, and under the sole control of of, the Collateral Agent into which there Agent, subject to the Intercreditor Agreement. The Collateral Accounts shall be deposited on each Domestic Business Day the cash proceeds of the Collateral required to trust accounts and shall be delivered to the Collateral Agent pursuant to Section 9(B) or any other provision of this Agreement or the Credit Agreement for credit to subaccounts therein of the respective Lien Grantors. Any income received established and maintained by the Collateral Agent with respect to the balance from time to time standing to the credit at one of the General its corporate trust offices and all Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the General Collateral Account for credit to the subaccount of the applicable Lien Grantorcredited thereto. All right, title cash and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided.
(B) Each Lien Grantor agrees that, from and after the date on which the requirements of clauses (x) and (y) first apply under Section 5.30(b) of the Credit Agreement, if the proceeds of any Collateral hereunder (including all cash, checks, drafts, money orders and other payments in respect of Accounts) shall be Cash Equivalents received by it, such Lien Grantor shall, as promptly as possible (and in any event within one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Trustee and/or Collateral Agent and the Lenders and shall not be commingled with any other funds from awards or property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered proceeds pursuant to the Collateral Agent Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to Section 5.30(a) of the Credit Agreement, each Blocked Account Bank shall remit all proceeds of such payments deposited in the Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent Documents, shall be deposited in the General Collateral Account.
(C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name , and under the control of the Collateral Agent into which there thereafter shall be deposited any amounts required to be paid to held, applied and/or disbursed by the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest Trustee or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedapplicable, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(Ethe terms of this Indenture (including, without limitation, Sections 3.7, 6.10 and 10.9(a).
(D) On or before and the date on which the Lien Grantors are first required Intercreditor Agreement. In connection with any and all deposits to deposit proceeds of be made into the Collateral into the Blocked Accounts pursuant to Section 9(B)under this Indenture, the Borrower will provide to Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent a complete Schedule 1 hereto on Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall be identified all Operating Accounts to which receive such deposit and directing the Borrower may instruct Trustee and/or the Collateral Agent to transfer make such deposit.
(c) Pending the distribution of funds from in the General Collateral Account from time to time pursuant to Section 2.09(b) Accounts in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Credit Agreement and this Section 9(D). On each Domestic Business Day on which there is a balance standing to Company may direct the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit), Trustee and/or the Collateral Agent shall inform to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the Agent thereof times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreementcontinuing. After application as aforesaid, and so So long as no Event of Default has shall have occurred and is be continuing, the balance of such funds shall be transferred to one or more Operating Accounts in accordance with Company may direct the Borrower's instructions.
(E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, Trustee and/or the Collateral Agent agrees to give instructions sell, liquidate or cause the redemption of any such investments, such direction to distribute such amounts to the Borrower at such times certify that no Event of Default shall have occurred and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were receivedbe continuing. Any such request shall be accompanied by a certificate gain or income on any investment of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended.
(F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13.
(G) Amounts on deposit in the Collateral Accounts shall be invested and re- invested from time credited to time in such Liquid Investments as Collateral Account. Neither the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, Trustee nor the Collateral Agent shallshall have any liability for any loss incurred in connection with any investment or any sale, if instructed by liquidation or redemption thereof made in accordance with the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor to the payment provisions of the Secured Obligations of such Lien Grantor in the manner specified in this Section 13. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Collateral Agent and (ii) in order to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Security Interest therein, each Liquid Investment shall be either:10.9(c).
Appears in 1 contract
Sources: Indenture (Nebraska Book Co)
Collateral Accounts. Party B, from time to time, shall instruct the Custodian by any of the means mutually agreed to between Party B and the Custodian (A) There is hereby established with the Collateral Agent a cash collateral account (the "General Collateral Account") in the name and which shall constitute “Proper Instructions” under the control of the Collateral Agent into which there shall be deposited on each Domestic Business Day the cash proceeds of the Collateral required Custodian Agreement), to be delivered segregate certain U.S. cash, U.S. Government securities, or other U.S. securities to the Collateral Agent pursuant extent acceptable to Section 9(B) or any other provision of this Agreement or the Credit Agreement all parties hereto (but excluding securities for credit to subaccounts therein of the respective Lien Grantors. Any income which reimbursement has not been received by the Collateral Agent with respect Custodian for the account of Party B) (“Collateral”) which are pledged to Party A pursuant to the balance from time to time standing to Master Agreement. Such Collateral (other than cash Collateral) shall be identified and segregated on the credit Custodian’s books and records under the name “BNP Paribas as secured party of Nexpoint Capital, Inc.” (the “Securities Account”). The Custodian shall hold such Collateral as financial assets under Article 8 of the General Collateral AccountUniform Commercial Code, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, as in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor. All right, title and interest in and to the cash amounts on deposit effect from time to time in The Commonwealth of Massachusetts (the General Collateral Account for credit to the subaccount “UCC”). The Custodian shall identify and segregate in a separate deposit account (as defined in Section 9-102 of the applicable Lien GrantorUCC) any cash Collateral and hold it under the name “BNP Paribas as secured party of Nexpoint Capital, Inc.” (the “Deposit Account” and, together with any Liquid Investments from time to time made pursuant to Section 9(G) hereofthe Securities Account, the “Collateral Accounts”). The Custodian shall constitute part of have no responsibility for determining the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided.
(B) Each Lien Grantor agrees that, from and after the date on which the requirements of clauses (x) and (y) first apply under Section 5.30(b) of the Credit Agreement, if the proceeds adequacy of any Collateral required hereunder (including all cash, checks, drafts, money orders and other payments in respect of Accounts) shall be received by it, such Lien Grantor shall, as promptly as possible (and in any event within one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as or under the property of the Collateral Agent and the Lenders and shall not be commingled with any other funds or property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to Section 5.30(a) of the Credit Master Agreement, each Blocked Account Bank shall remit all proceeds of such payments deposited in the Blocked Accounts directly nor will it assume responsibility for any calculations related to the any Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Account.
(C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and requirements under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien GrantorsMaster Agreement. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be depositedThe Custodian may, in the Insurance Account for credit its discretion, choose not to the subaccount of the applicable Lien Grantor, subject act upon instructions from Party B to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the segregate Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E).
(D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B), the Borrower will provide to the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower may instruct the Collateral Agent to transfer funds from the General Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D). On each Domestic Business Day on which there is a balance standing to the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit), the Collateral Agent shall inform the Agent thereof and such funds shall be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreement. After application as aforesaid, and so long as no Event of Default has occurred and is continuing, the balance of such funds shall be transferred to one or more Operating Accounts in accordance with the Borrower's instructions.
(E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended.
(F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13.
(G) Amounts on deposit in the Collateral Accounts shall be invested and re- invested from time to time in such Liquid Investments as if the Borrower shall determine, which Liquid Investments shall be held instruction would in the name and be under Custodian’s sole judgment, after taking into account the control subordination in Section 10(c), result in any remaining assets in the custodial account being inadequate to cover any obligations of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor Party B to the payment of the Secured Obligations of such Lien Grantor in the manner specified in Section 13Custodian. For the avoidance of doubt, nothing in this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment Section 1 shall mature within 30 days after it is acquired by relieve Party B from satisfying its collateral posting obligations pursuant to the Collateral Agent and (ii) in order to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Security Interest therein, each Liquid Investment shall be either:Master Agreement.
Appears in 1 contract
Collateral Accounts. (Aa) There is hereby established with Promptly after the Closing, the Collateral Agent shall establish an account (the "Prepayment Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent, into which all amounts to be deposited therein pursuant to Section 2.08(a), (b), (c), (d) and (f) of the Credit Agreement shall be deposited from time to time. So long as no Enforcement Notice is in effect, the Collateral Agent shall distribute to the Administrative Agent, at its request from time to time, the amounts on deposit in the Prepayment Account which are required to be applied to prepay the Loans in accordance with said Section 2.08(a), (b), (c), (d) and (f). If immediately available cash on deposit in the Prepayment Account is not sufficient to make any such distribution, the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in the Prepayment Account as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 7, such distribution shall not be made until such liquidation has taken place.
(b) Promptly after the Collateral Agent determines that any Casualty Proceeds are to be deposited pursuant to Section 5.08 of the Credit Agreement with respect to property of any Lien Grantor, the Collateral Agent shall establish an account (such Lien Grantor's "Casualty Proceeds Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent, into which all Casualty Proceeds to be deposited with respect to property of such Lien Grantor shall be deposited from time to time.
(c) So long as no Enforcement Notice is in effect, Casualty Proceeds to be released from a Casualty Proceeds Account pursuant to Section 5.08(a)(i) of the Credit Agreement shall be distributed by the Collateral Agent to the relevant Lien Grantor at such times and in such amounts as such Lien Grantor shall request for the purpose of restoring, repairing, replacing or rebuilding the asset in respect of which such Casualty Proceeds were received. Any such request shall be accompanied by a certificate of a Financial Officer describing in detail the restoration, repair, replacement or rebuilding for which such funds have been or will be expended and the date (which shall not be later than 30 days after the date of such certificate) by which such Lien Grantor is obligated to make such payment, provided that no such certificate shall be required if the aggregate Casualty Proceeds requested for the restoration, repair, replacement or rebuilding of the relevant asset is less than $100,000 with respect to any Casualty Event. If immediately available cash on deposit in any Lien Grantor's Casualty Proceeds Account is not sufficient to make any such distribution to it, the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in such Casualty Proceeds Account as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 7, such distribution shall not be made until such liquidation has taken place.
(d) So long as no Enforcement Notice is in effect, the Collateral Agent shall distribute to the Administrative Agent, at its request from time to time, the amounts on deposit in the Casualty Proceeds Account which are required to be applied to prepay Loans in accordance with Section 2.08(e) of the Credit Agreement.
(e) Promptly after the Collateral Agent determines that any cash proceeds of any Lien Grantor's Collateral are to be realized upon any exercise of remedies pursuant to the Collateral Documents, the Collateral Agent shall establish an account with respect to such Lien Grantor (such Lien Grantor's "Cash Proceeds Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent, into which all such cash proceeds of such Lien Grantor's Collateral shall be deposited from time to time (unless required to be deposited in another Collateral Account). This subsection (e) shall not apply to any cash proceeds that are deposited in a Concentration Account and are not required to be deposited in any Collateral Account.
(f) Promptly after the Collateral Agent determines that any cash collateral is to be deposited to secure LC Reimbursement Obligations pursuant to Section 8.04 of the Credit Agreement or in the event any prepayment amounts are applied pursuant to Section 2.08 of the Credit Agreement to reduce the Tranche A Commitments below the aggregate amount of the LC Exposure, the Collateral Agent shall establish a cash collateral account (the "General LC Collateral Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent Agent, into which there all cash collateral deposited pursuant to said Section 2.08(h) or 8.04 shall be deposited deposited. If and when any LC Issuing Bank pays a draft drawn under any outstanding Letter of Credit on each Domestic Business Day which any deposit in the cash proceeds of LC Collateral Account was based, the amount so paid by it (but not more than the amount in the LC Collateral required to be delivered to Account at the time) shall, promptly after such LC Issuing Bank notifies the Collateral Agent pursuant of such payment, be withdrawn by the Collateral Agent from the LC Collateral Account and paid to Section 9(B) the relevant LC Issuing Bank or the Lenders, as appropriate. If at any time the amount in the LC Collateral Account exceeds the aggregate amount then required to pay all unreimbursed drawings under, and to cover all possible subsequent drawings under, all outstanding Letters of Credit on which any deposits in the LC Collateral Account were based, the excess amount shall, so long as no Enforcement Notice is in effect, be withdrawn by the Collateral Agent and paid to the Borrower. If immediately available cash on deposit in the LC Collateral Account is not sufficient to make any distribution referred to in this subsection (f), the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in the LC Collateral Account as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Agreement or Section 7, such distribution shall not be made until such liquidation has taken place.
(g) Amounts on deposit in any Collateral Account shall be invested and re-invested from time to time in such Liquid Investments as the Credit Agreement for credit to subaccounts therein of the respective relevant Lien GrantorsGrantor shall determine. Any income received by the Collateral Agent with respect to the balance from time to time standing to the credit of the General any Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the General such Collateral Account for credit to the subaccount of the applicable Lien GrantorAccount. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided.
(B) Each Lien Grantor agrees that, from and after the date on which the requirements of clauses (x) and (y) first apply under Section 5.30(b) of the Credit Agreement, if the proceeds of any Collateral hereunder (including all cash, checks, drafts, money orders and other payments in respect of Accounts) shall be received by it, such Lien Grantor shall, as promptly as possible (and in any event within one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Collateral Agent and the Lenders and shall not be commingled with any other funds or property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to Section 5.30(a) of the Credit Agreement, each Blocked Account Bank shall remit all proceeds of such payments deposited in the Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Account.
(C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(Gthis subsection (g) hereof shall vest in the Collateral Agent, shall constitute part of the relevant Lien Grantor's Collateral hereunder and shall not constitute payment of the its Secured Obligations until applied thereto as hereinafter providedprovided in Section 15. If an Enforcement Notice is in effect, subject to any amounts held in any Collateral Account shall be retained in such Collateral Account and, if and when requested by the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E).
(D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B)Administrative Agent, the Borrower will provide to shall be withdrawn by the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower may instruct the Collateral Agent to transfer funds from the General Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D). On each Domestic Business Day on which there is a balance standing to the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit), the Collateral Agent shall inform the Agent thereof and such funds shall be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreement. After application as aforesaid, and so long as no Event of Default has occurred and is continuing, the balance of such funds shall be transferred to one or more Operating Accounts in accordance with the Borrower's instructions.
(E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended.
(F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 1315.
(Gh) Amounts on deposit in the Collateral Accounts shall be invested and re- invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor to the payment of the Secured Obligations of such Lien Grantor in the manner specified in Section 13. For this purposepurposes hereof, "Liquid Investments" means any Temporary Cash Investments; provided Investment that (i) each Liquid Investment shall mature matures within 30 days after it is acquired by or for the account of the Collateral Agent and (ii) in order to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Security Interest security interest therein, each Liquid Investment shall be either:
Appears in 1 contract
Sources: Debt Agreement (Vencor Inc)
Collateral Accounts. (Aa) There The Trustee is hereby established with authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Agent Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Collateral Documents.
(b) The Collateral Account shall be a cash collateral deposit account (the "General Collateral Account") in the name maintained with, and under the sole control of, the First Lien Notes Collateral Agent and shall be established and maintained by Bank of America, N.A. All cash and Cash Equivalents received by the First Lien Notes Collateral Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral Agent into which there shall be deposited on each Domestic Business Day the cash proceeds of the Collateral required to be delivered pursuant to the Collateral Agent Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to Section 9(B) the Collateral Documents, shall, subject to the ABL Intercreditor Agreement, be deposited in the Collateral Account to the extent required by this Indenture or any other provision the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the First Lien Notes Collateral Agent to the Trustee in accordance with the terms of this Agreement or the Credit Agreement for credit Indenture (including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and Section 11.08(a)). In connection with any and all deposits to subaccounts therein of the respective Lien Grantors. Any income received by be made into the Collateral Account under this Indenture, the First Lien Notes Collateral Agent with respect shall receive an Officer’s Certificate directing the First Lien Notes Collateral Agent to the balance from time to time standing to the credit of the General Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter providedmake such deposit.
(Bc) Each Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the First Lien Grantor agrees that, from and after the date on which the requirements of clauses (x) and (y) first apply under Section 5.30(b) of the Credit Agreement, if the proceeds of any Notes Collateral hereunder (including all cash, checks, drafts, money orders and other payments Agent in respect of Accounts) shall be received by itwriting to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. The Company acknowledges that for so long as the First Lien Grantor shallNotes Collateral Agent holds Cash pending investment direction from the Company, as promptly as possible (and in any event within such Cash will be uninvested until one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so deposited, all such proceeds shall be held in trust by such the First Lien Grantor for and as the property of the Notes Collateral Agent and the Lenders and shall not be commingled with any other funds or property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to Section 5.30(a) of the Credit Agreement, each Blocked Account Bank shall remit all proceeds of receives such payments deposited in the Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Account.
(C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E).
(D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B), the Borrower will provide to the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower may instruct the Collateral Agent to transfer funds direction from the General Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D)Company. On each Domestic Business Day on which there is a balance standing to the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit), the Collateral Agent shall inform the Agent thereof and such funds shall be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreement. After application as aforesaid, and so So long as no Event of Default has shall have occurred and is be continuing, the balance Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments and to transmit the proceeds to the Company or its designee, in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be transferred credited to one the Collateral Account. Neither the Trustee nor the First Lien Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or more Operating Accounts any sale, liquidation or redemption thereof made in accordance with the Borrower's instructionsprovisions of this (c).
(E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended.
(F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13.
(G) Amounts on deposit in the Collateral Accounts shall be invested and re- invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor to the payment of the Secured Obligations of such Lien Grantor in the manner specified in Section 13. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Collateral Agent and (ii) in order to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Security Interest therein, each Liquid Investment shall be either:
Appears in 1 contract
Sources: Indenture (Cleveland-Cliffs Inc.)
Collateral Accounts. (A) There is hereby established Each of Opinion Research Corporation, Macro International Inc. and ORC ProTel, Inc. shall establish a separate collateral account with the Agent (collectively, the “Collateral Agent Accounts”). Each Borrower shall deposit or cause to be deposited into a cash collateral account designated for such Borrower on Schedule C hereto (or as otherwise designated by the "General Collateral Account") in the name Agent), all checks, drafts, cash and under the control of the Collateral Agent into which there shall be deposited on each Domestic Business Day the cash proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to Section 9(B) or any other provision of this Agreement or the Credit Agreement for credit to subaccounts therein of the respective Lien Grantors. Any income remittances received by the Collateral Agent with respect to the balance from time to time standing to the credit of the General Collateral AccountBorrowers, including any interest or capital gains on Liquid Investments, and shall remain, or be deposited, in the General Collateral Account deposit such items for credit to the subaccount applicable Collateral Accounts within one (1) Business Day of the applicable Lien Grantorreceipt thereof and in precisely the form received. All Pending such deposit, the Borrowers will not commingle any such items of payment with any of their other funds or property, but will hold them separate and apart. The Borrowers hereby covenant and agree that the Collateral Accounts shall secure the Obligations and hereby grants, assigns and transfers to or at the direction of the Agent, for the benefit of the Lenders ratably, a continuing security interest in all of the Borrowers’ right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit Accounts, whenever created or established. Subject to the subaccount terms of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided.
(B) Each Lien Grantor agrees that, from and after the date on which the requirements of clauses (x) and (y) first apply under Section 5.30(b) of the Credit Agreement, if the proceeds of any Collateral hereunder (including all cash, checks, drafts, money orders and other payments in respect of Accounts) shall be received by it, such Lien Grantor shall, as promptly as possible (and in any event within one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Collateral Agent and the Lenders and shall not be commingled with this Agreement or any other funds or property of any Lien Grantor. In accordance with Loan Document, the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to Section 5.30(a) of the Credit Agreement, each Blocked Account Bank shall remit all proceeds of such payments deposited in the Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Account.
(C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E).
(D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B), the Borrower will provide to the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower may instruct the Collateral Agent to transfer apply funds from the General Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D). On each Domestic Business Day on which there is a balance standing to the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit), the Collateral Agent shall inform the Agent thereof and such funds shall be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreement. After application as aforesaid, and so long as no Event of Default has occurred and is continuing, the balance of such funds shall be transferred to one or more Operating Accounts in accordance with the Borrower's instructions.
(E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended.
(F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13.
(G) Amounts on deposit in the Collateral Accounts shall be invested and re- invested from time to time in such Liquid Investments as any of the Borrower shall determineObligations, which Liquid Investments shall be held including, without limitation, any principal, interest or other payment(s) not made when due, whether arising under this Loan Agreement and/or any other Loan Document, or any other Obligation of the Borrowers, without notice to the Borrowers, without regard to the origin of the deposits in the name account, the beneficial ownership of the funds therein or whether such Obligations are owed jointly with another or severally; the order and method of such application to be in the sole discretion of the Agent. The Agent’s right to deduct sums due under the control of Loan Documents from the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, Borrowers’ account(s) shall not relieve the Collateral Agent shall, if instructed Borrowers from their obligation to make all payments required by the Required Lenders, cause such Liquid Investments to be liquidated Loan Documents as and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor to the payment of the Secured Obligations of such Lien Grantor in the manner specified in Section 13. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired when required by the Collateral Loan Documents, and the Agent and (ii) in order shall not have any obligation to provide the Collateral Agent, make any such deductions or any liability whatsoever for the benefit of the Secured Parties, with a perfected Security Interest therein, each Liquid Investment shall be either:any failure to do so.
Appears in 1 contract
Sources: Business Loan and Security Agreement (Opinion Research Corp)
Collateral Accounts. (Aa) There is hereby established with If and when required for purposes hereof, the Collateral Agent a cash collateral Representative will establish with respect to each Lien Grantor an account (the its "General Collateral Account") ), in the name and under the exclusive control of the Collateral Agent Representative, into which there all amounts owned by such Lien Grantor that are to be deposited therein pursuant to the Note Documents shall be deposited on each Domestic Business Day the cash proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to Section 9(B) or any other provision of this Agreement or the Credit Agreement for credit to subaccounts therein of the respective Lien Grantors. Any income received by the Collateral Agent with respect to the balance from time to time standing to time. Each Cash Collateral Account will be operated as provided in this Section.
(b) The Collateral Representative shall deposit the credit of the General Collateral Accountfollowing amounts, including any interest or capital gains on Liquid Investments, shall remain, or be depositedas and when received by it, in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided.:
(Bi) Each Lien Grantor agrees thateach amount required by the Note Documents to be deposited therein, from and after the date on which the requirements of clauses (x) and (y) first apply under including, without limitation, all proceeds specified in Section 5.30(b5.04(d) of the Credit Note Purchase Agreement, if the proceeds of any Collateral hereunder ; and
(including all cash, checks, drafts, money orders and other payments in respect of Accountsii) shall be each amount realized or otherwise received by it, such Lien Grantor shall, as promptly as possible (and in any event within one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Collateral Agent and the Lenders and shall not be commingled with any other funds or property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to Section 5.30(a) of the Credit Agreement, each Blocked Account Bank shall remit all proceeds of such payments deposited in the Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Account.
(C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received Representative with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights assets of such Lien Grantor upon any exercise of remedies pursuant to receive any Security Document.
(c) Unless (x) an Event of Default shall have occurred and be continuing and the Required Holders shall have instructed the Collateral Representative to stop withdrawing amounts on deposit from the Collateral Account pursuant to this subsection or (y) the maturity of the Notes shall have been accelerated pursuant to Article 7 of the Note Purchase Agreement, the Collateral Representative shall withdraw amounts deposited in such Insurance the Collateral Account in accordance with Section 9(E). All right5.04(d) of the Note Purchase Agreement and apply them to pay, title or reimburse the Company and interest in and its Subsidiaries for paying, the cost of repairing, restoring or replacing the affected property to the cash extent that the Company has certified, no less than 5 Business Days prior to the date of such withdrawal, that (i) it and its Subsidiaries intend to apply all or any portion of such amounts on deposit to pay the cost of repairing, restoring or replacing the affected property and (ii) if such property is to be replaced, the property acquired to replace it will be included in the Collateral at least to the extent that the property to be replaced was included therein;
(d) Funds held in any Collateral Account may, until withdrawn, be invested and reinvested in such Temporary Cash Investments as the relevant Lien Grantor shall request from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E).
(D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B), the Borrower will provide to the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower may instruct the Collateral Agent to transfer funds from the General Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D). On each Domestic Business Day on which there is a balance standing to the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit), the Collateral Agent shall inform the Agent thereof and such funds shall be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreement. After application as aforesaid, and so long as no Event of Default has occurred and is continuing, the balance of such funds shall be transferred to one or more Operating Accounts in accordance with the Borrower's instructions.
(E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended.
(F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13.
(G) Amounts on deposit in the Collateral Accounts shall be invested and re- invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agenttime; provided that, if an Event of Default has shall have occurred and is be continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause Representative may select such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor to the payment of the Secured Obligations of such Lien Grantor in the manner specified in Section 13. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that .
(ie) each Liquid Investment If an Event of Default shall mature within 30 days after it is acquired by have occurred and be continuing, the Collateral Agent Representative may withdraw any amounts held therein and (ii) apply such amounts as provided in order to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Security Interest therein, each Liquid Investment shall be either:Section 9.
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Collateral Accounts. (a) Promptly after the Collateral Agent determines that any Net Cash Proceeds of any Asset Sale (other than in connection with the Kingfish Transaction) of the Borrower or a Restricted Subsidiary or that any Casualty Proceeds with respect to property of the Borrower or a Restricted Subsidiary are to be deposited pursuant to Section 2.11(a) of the Credit Agreement, the Collateral Agent shall establish an account (such Lien Grantor's "Reduction Event Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent, into which all Net Cash Proceeds with respect to Asset Sales (other than in connection with the Kingfish Transaction) of such Lien Grantor and all Casualty Proceeds with respect to property of such Lien Grantor shall be deposited from time to time.
(b) So long as no Enforcement Notice is in effect, Net Cash Proceeds or Casualty Proceeds, as the case may be, to be released from a Reduction Event Account pursuant to either clause (A) There is hereby established with or (C) of Section 2.11(a) of the Credit Agreement shall be released by the Collateral Agent to the relevant Lien Grantor at such times and in such amounts as such Lien Grantor shall request in accordance with the provisions of clause (A) or (C), as the case may be, of Section 2.11(a) of the Credit Agreement. Any such request shall be accompanied by a certificate of a Financial Officer describing in reasonable detail the purpose for which such funds have been or will be expended and the date (which shall not be later than 30 days after the date of such certificate) by which such Lien Grantor is obligated or otherwise committed to make such payment, provided that no such certificate shall be required if the aggregate Casualty Proceeds requested for the restoration, repair, replacement or rebuilding of the relevant assets is less than $100,000 with respect to any Casualty Event. If immediately available cash on deposit in any Lien Grantor's Reduction Event Account is not sufficient to make any such distribution to it, the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in such Reduction Event Account as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 7, such distribution shall not be made until such liquidation has taken place.
(c) So long as no Enforcement Notice is in effect, the Collateral Agent shall distribute to (i) the Administrative Agent, at its request from time to time, the amounts on deposit in the Reduction Event Account which are required to be applied to prepay Loans, (ii) the Borrower, at its request, an amount on deposit in the Reduction Event Account equal to the amount by which the Borrower, concurrently with such distribution, permanently reduces Commitments, (iii) the Senior Secured Collateral Agent, the amounts on deposit in the Reduction Event Account which are required to be applied to prepay loans under the Senior Secured Credit Agreement and (iv) the Borrower, at its request, the amounts remaining in deposit in the Reduction Event Account, in each case, in accordance with clause (B) of Section 2.11(a) of the Credit Agreement.
(d) Promptly after the Collateral Agent determines that any cash proceeds of any Lien Grantor's Collateral are to be realized upon any exercise of remedies pursuant to the Collateral Documents, the Collateral Agent shall establish an account with respect to such Lien Grantor (such Lien Grantor's "Collateral Proceeds Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent, into which all such cash proceeds of such Lien Grantor's Collateral shall be deposited from time to time (unless required to be deposited in another Collateral Account). This subsection (d) shall not apply to any cash proceeds that are deposited in a Concentration Account and are not required to be deposited in any Collateral Account.
(e) Promptly after the Collateral Agent determines that any cash collateral is to be deposited pursuant to Section 2.11(e) of the Credit Agreement or to secure LC Reimbursement Obligations pursuant to Section 8.04 of the Credit Agreement, the Collateral Agent shall establish a cash collateral account (the "General LC Collateral Account") with the Administrative Agent, in the name and under the exclusive control of the Collateral Agent Agent, into which there all cash collateral deposited pursuant to said Section 2.11(e) or Section 8.04 shall be deposited deposited. If and when any LC Issuing Bank pays a draft drawn under any outstanding Letter of Credit on each Domestic Business Day which any deposit in the cash proceeds of LC Collateral Account was based, the amount so paid by it (but not more than the amount in the LC Collateral required to be delivered to Account at the time) shall, promptly after such LC Issuing Bank notifies the Collateral Agent pursuant of such payment, be withdrawn by the Collateral Agent from the LC Collateral Account and paid to Section 9(B) the relevant Issuing Bank or the Lenders, as appropriate. If at any time the amount in the LC Collateral Account exceeds the aggregate amount then required to pay all unreimbursed drawings under, and to cover all possible subsequent drawings under, all outstanding Letters of Credit on which any deposits in the LC Collateral Account were based, the excess amount shall, so long as no Enforcement Notice is in effect, be withdrawn by the Collateral Agent and paid to the Borrower. If immediately available cash on deposit in the LC Collateral Account is not sufficient to make any distribution referred to in this subsection (e), the Collateral Agent shall cause to be liquidated, as promptly as practicable, such Liquid Investments in the LC Collateral Account as shall be required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Agreement or Section 7, such distribution shall not be made until such liquidation has taken place.
(f) Amounts on deposit in any Collateral Account shall be invested and re-invested from time to time in such Liquid Investments as the Credit Agreement for credit to subaccounts therein of the respective relevant Lien GrantorsGrantor shall determine. Any income received by the Collateral Agent with respect to the balance from time to time standing to the credit of the General any Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the General such Collateral Account for credit to the subaccount of the applicable Lien GrantorAccount. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided.
(B) Each Lien Grantor agrees that, from and after the date on which the requirements of clauses (x) and (y) first apply under Section 5.30(b) of the Credit Agreement, if the proceeds of any Collateral hereunder (including all cash, checks, drafts, money orders and other payments in respect of Accounts) shall be received by it, such Lien Grantor shall, as promptly as possible (and in any event within one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Collateral Agent and the Lenders and shall not be commingled with any other funds or property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to Section 5.30(a) of the Credit Agreement, each Blocked Account Bank shall remit all proceeds of such payments deposited in the Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Account.
(C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(Gthis subsection (f) hereof shall vest in the Collateral Agent, shall constitute part of the relevant Lien Grantor's Collateral hereunder and shall not constitute payment of the its Secured Obligations until applied thereto as hereinafter providedprovided in Section 15. If an Enforcement Notice is in effect, subject to any amounts held in any Collateral Account shall be retained in such Collateral Account and, if and when requested by the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E).
(D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B)Administrative Agent, the Borrower will provide to shall be withdrawn by the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower may instruct the Collateral Agent to transfer funds from the General Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D). On each Domestic Business Day on which there is a balance standing to the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit), the Collateral Agent shall inform the Agent thereof and such funds shall be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreement. After application as aforesaid, and so long as no Event of Default has occurred and is continuing, the balance of such funds shall be transferred to one or more Operating Accounts in accordance with the Borrower's instructions.
(E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended.
(F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 1315.
(Gg) Amounts on deposit in the Collateral Accounts shall be invested and re- invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor to the payment of the Secured Obligations of such Lien Grantor in the manner specified in Section 13. For this purposepurposes hereof, "Liquid Investments" means any Temporary Cash Investments; provided Investment that (i) each Liquid Investment shall mature matures within 30 days after it is acquired by or for the account of the Collateral Agent and (ii) in order to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Security Interest security interest therein, each Liquid Investment shall be either:
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Collateral Accounts. (Aa) There The Trustee is hereby established with authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Security Documents and the Junior Lien Intercreditor Agreement.
(b) Prior to the Escrow Release Date, the Collateral Agent a cash collateral account (shall have established the "General Collateral Account") in the name Accounts, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of of, the Collateral Agent into which there Agent. The Collateral Accounts shall be deposited on each Domestic Business Day the cash proceeds of the Collateral required to trust accounts and shall be delivered to the Collateral Agent pursuant to Section 9(B) or any other provision of this Agreement or the Credit Agreement for credit to subaccounts therein of the respective Lien Grantors. Any income received established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral Agent with respect to the balance from time to time standing to the credit of the General Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the General Collateral Account for credit to the subaccount of the applicable Lien Grantorcredited thereto. All rightNet Proceeds from Asset Sales, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided.
(B) Each Lien Grantor agrees that, from and after the date on which the requirements of clauses (x) and (y) first apply under Section 5.30(b) of the Credit Agreement, if the proceeds of any Collateral hereunder (including all cash, checks, drafts, money orders and other payments Recovery Events in respect of Accounts) shall be received by itCollateral, such Lien Grantor shallNet Awards or Net Insurance Proceeds in an aggregate amount in excess of $10.0 million, as promptly as possible (including earnings, revenues, rents, issues, profits and in any event within one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so depositedincome therefrom and interest earned thereon, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Collateral Agent and the Lenders and shall not be commingled with any other funds or property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to Section 5.30(a) of the Credit Agreement, each Blocked Account Bank shall remit all proceeds of such payments deposited in the Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral AccountAccount and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, at the direction of the Issuer to make any application or disbursement permitted by Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Accounts under this Indenture, the Security Documents or the Junior Lien Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and directing the Trustee and/or the Collateral Agent to make such deposit.
(Cc) There is hereby established with Pending the distribution of funds in the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title the provisions hereof and interest in provided that no Event of Default shall have occurred and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E).
(D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B)be continuing, the Borrower will provide to the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower Issuer may instruct direct the Collateral Agent to transfer invest such funds from in Cash Equivalents specified in such direction, such investments to mature by the General Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D). On each Domestic Business Day on which there is a balance standing to the credit of the General Collateral Account (other than times such funds constituting cash collateral for outstanding Letters of Credit), the Collateral Agent shall inform the Agent thereof are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreementcontinuing. After application as aforesaid, and so So long as no Event of Default has shall have occurred and is be continuing, the balance Issuer may direct the Collateral Agent to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be transferred credited to one the Collateral Account. The Collateral Agent shall have no liability for any loss incurred in connection with any investment or more Operating Accounts any sale, liquidation or redemption thereof made in accordance with the Borrower's instructionsprovisions of this Section 11.8(c).
(E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended.
(F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13.
(G) Amounts on deposit in the Collateral Accounts shall be invested and re- invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor to the payment of the Secured Obligations of such Lien Grantor in the manner specified in Section 13. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that (i) each Liquid Investment shall mature within 30 days after it is acquired by the Collateral Agent and (ii) in order to provide the Collateral Agent, for the benefit of the Secured Parties, with a perfected Security Interest therein, each Liquid Investment shall be either:
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Sources: Indenture (RDA Holding Co.)