Common use of Cinedigm Lockbox Accounts and Concentration Account Clause in Contracts

Cinedigm Lockbox Accounts and Concentration Account. (a) [Reserved.] (b) [Reserved.] (c) The Borrower acknowledges that it has directed and will continue to direct all of its Customers from prior to the Acquisition to make all current and future payments in respect of the Receivables in respect of those Customers to the applicable Cinedigm Lockbox Account and otherwise cause all the related Customer Receipts to be deposited in the applicable Cinedigm Lockbox Account (and the Borrower agrees not to alter such instructions or provide instructions contrary to the foregoing). (d) No less frequently than every third Business Day, the Borrower shall cause the amounts in the Cinedigm Lockbox Accounts to be transferred to the Concentration Account. Unless otherwise specified in or prohibited by the relevant Blocked Account Control Agreement or the other Loan Documents and so long as an Event of Default has not occurred and is continuing, the amounts in the Concentration Account shall be transferred to the applicable Operating Account (pursuant to Section 6.22(e)) no less frequently than weekly. (e) The Borrower may use the Secondary Operating Account solely to the extent necessary to separate ordinary course of business deposit transactions of the Borrower from Customer Receipts payable into the Initial Operating Account; provided that: (i) all relevant Customer Receipts that were previously directed to be paid into the Initial Operating Account continue to be paid into the Initial Operating Account; (ii) the Secondary Operating Account is solely for ordinary course deposit activity of the Borrower; (iii) the Secondary Operating Account is subject to the Lien of the Security Agreement and the Borrower (contemporaneously with the creation of such account) enters into an account control agreement in form satisfactory to the Administrative Agent whereby control is granted to the Collateral Agent in respect of the Secondary Operating Account; and (iv) the Initial Operating Account is and continues to be subject to the control of the Collateral Agent pursuant to a Blocked Account Control Agreement.

Appears in 1 contract

Samples: Credit Agreement (Cinedigm Corp.)

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Cinedigm Lockbox Accounts and Concentration Account. (a) [Reserved.] (b) [Reserved.] (c) The Borrower acknowledges that it has directed and will continue to direct all of its Customers from prior to the Acquisition to make all current and future payments in respect of the Receivables in respect of those Customers to the applicable Cinedigm Lockbox Account and otherwise cause all the related Customer Receipts to be deposited in the applicable Cinedigm Lockbox Account (and the Borrower agrees not to alter such instructions or provide instructions contrary to the foregoing). (db) No less frequently than every third (3rd) Business Day, the Borrower shall cause the amounts in the Cinedigm Lockbox Accounts to be transferred to the Concentration Account. Unless otherwise specified in or prohibited by the relevant Blocked Account Control Agreement or the other Loan Documents and so long as an Event of Default has not occurred and is continuing, the amounts in the Concentration Account shall be transferred to the applicable Operating Account (pursuant to Section 6.22(e5.21(c)) no less frequently than weekly. (ec) The Borrower may use the Secondary Operating Account solely to the extent necessary to separate ordinary course of business deposit transactions of the Borrower from Customer Receipts payable into the Initial Operating Account; provided that: (i) all relevant Customer Receipts that were previously directed to be paid into the Initial Operating Account continue to be paid into the Initial Operating Account; (ii) the Secondary Operating Account is solely for ordinary course deposit activity of the Borrower; (iii) the Secondary Operating Account is subject to the Lien of the Security Agreement and the Borrower (contemporaneously with the creation of such account) enters into an account control agreement in form satisfactory to the Administrative Agent whereby control is granted to the Collateral Agent in respect of the Secondary Operating Account; and (iv) the Initial Operating Account is and continues to be subject to the control of the Collateral Agent pursuant to a Blocked blocked Account Control Agreement.

Appears in 1 contract

Samples: Second Lien Loan Agreement (Cinedigm Corp.)

Cinedigm Lockbox Accounts and Concentration Account. (a) [ReservedWithin 30 days from the Closing Date (the “Account Effective Date”): (i) the Borrower shall deliver an updated Schedule 7.18 (if applicable) if the Lenders have consented in their sole discretion to the creation of any additional deposit accounts; and (ii) the Borrower shall enter into the Blocked Account Control Agreement and the Lockbox Control Agreements (as well any additional control agreements that may be necessary in the sole discretion of the Administrative Agent in connection with any additional accounts consented to by the Lenders in accordance with clause (a)(i)).] (b) [ReservedThe Borrower shall comply in all material respects with the provisions of the Transition Services Agreement (including in respect to the allocation of receivables between the Borrower and the Seller during the Transition Period and any such similar allocation or GVE Account or Escrow Account provisions in the Purchase Agreement) and the Escrow Agreement.] (c) The Borrower acknowledges that that: (i) it has directed and will continue to direct all of its Customers from prior to the Acquisition to make all current and future payments in respect of the Receivables in respect of those Customers to the applicable Cinedigm Lockbox Account and otherwise cause all the related Customer Receipts to be deposited in the applicable Cinedigm Lockbox Account (and the Borrower agrees not to alter such instructions or provide instructions contrary to the foregoing); and (ii) upon the earlier of (A) the end of the Transition Period and (B) the assignment of a new vendor number in respect of a Customer, it either has directed or will direct all such applicable Customers to make all current and future payments in respect of the relevant Receivables to the applicable Cinedigm Lockbox Account (instead of the GVE Account) and otherwise cause all the related Customer Receipts to be deposited in the applicable Cinedigm Lockbox Account instead of the GVE Account (and the Borrower agrees not to alter such instructions or provide instructions contrary to the foregoing). (d) No less frequently than every third Business DayDay after the Account Effective Date, the Borrower shall cause the amounts in the Cinedigm Lockbox Accounts to be transferred to the Concentration Account. Unless otherwise specified in or prohibited by the relevant Blocked Account Control Agreement or the other Loan Documents and so long as an Event of Default has not occurred and is continuing, the amounts in the Concentration Account shall be transferred to the applicable Operating Account (pursuant to Section 6.22(e)) no less frequently than weekly. (e) The Upon five Business Days’ prior notice to the Administrative Agent, the Borrower may use the Secondary Operating Account create one additional deposit account solely to the extent necessary to separate ordinary course of business deposit transactions of the Borrower from Customer Receipts payable into the Initial Operating Account (such new deposit account, the “Secondary Operating Account”); provided that: (i) all relevant Customer Receipts that were previously directed to be paid into the Initial Operating Account continue to be paid into the Initial Operating Account; (ii) the Secondary Operating Account is solely for ordinary course deposit activity of the Borrower; (iii) the Secondary Operating Account is subject to the Lien of the Security Agreement and the Borrower (contemporaneously with the creation of such account) enters into an account control agreement in form satisfactory to the Administrative Agent whereby control is granted to the Collateral Agent in respect of the Secondary Operating Account; and (iv) the Initial Operating Account is and continues to be subject to the control of the Collateral Agent pursuant to a the Blocked Account Control Agreement. (f) At the reasonable request of any Agent, the Borrower shall use commercially reasonable efforts to amend the current account structure as may be necessary or advisable in the reasonable opinion of the Lenders.

Appears in 1 contract

Samples: Credit Agreement (Cinedigm Corp.)

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Cinedigm Lockbox Accounts and Concentration Account. (a) [ReservedWithin 60 days from the Amendment and Restatement Effective Date: (i) the Borrower shall deliver an updated Schedule 7.18 (if applicable) if the Collateral Agent has consented to the creation of any additional deposit accounts in accordance with the provisions of Section 7.18; and (ii) the Borrower shall enter into the Blocked Account Control Agreement and the Lockbox Control Agreements (as well any additional control agreements that may be necessary in the sole discretion of the Collateral Agent in connection with any additional accounts consented to by the Lenders in accordance with clause (a)(i)).] (b) [ReservedThe Borrower shall comply in all material respects with the provisions of the Transition Services Agreement (including in respect to the allocation of receivables between the Borrower and the Seller during the Transition Period and any such similar allocation or GVE Account or Escrow Account provisions in the Purchase Agreement) and the Escrow Agreement.] (c) The Borrower acknowledges that that: (i) it has directed and will continue to direct all of its Customers from prior to the Acquisition to make all current and future payments in respect of the Receivables in respect of those Customers to the applicable Cinedigm Lockbox Account and otherwise cause all the related Customer Receipts to be deposited in the applicable Cinedigm Lockbox Account (and the Borrower agrees not to alter such instructions or provide instructions contrary to the foregoing); and (ii) upon the earlier of (A) the end of the Transition Period and (B) the assignment of a new vendor number in respect of a Customer, it either has directed or will direct all such applicable Customers to make all current and future payments in respect of the relevant Receivables to the applicable Cinedigm Lockbox Account (instead of the GVE Account) and otherwise cause all the related Customer Receipts to be deposited in the applicable Cinedigm Lockbox Account instead of the GVE Account (and the Borrower agrees not to alter such instructions or provide instructions contrary to the foregoing). (d) No less frequently than every third Business Day, the Borrower shall cause the amounts in the Cinedigm Lockbox Accounts to be transferred to the Concentration Account. Unless otherwise specified in or prohibited by the relevant Blocked Account Control Agreement or the other Loan Documents and so long as an Event of Default has not occurred and is continuing, the amounts in the Concentration Account shall be transferred to the applicable Operating Account (pursuant to Section 6.22(e)) no less frequently than weekly. (e) The Upon five Business Days’ prior notice to the Administrative Agent, the Borrower may use the Secondary Operating Account create one additional deposit account solely to the extent necessary to separate ordinary course of business deposit transactions of the Borrower from Customer Receipts payable into the Initial Operating Account (such new deposit account, the “Secondary Operating Account”); provided that: (i) all relevant Customer Receipts that were previously directed to be paid into the Initial Operating Account continue to be paid into the Initial Operating Account; (ii) the Secondary Operating Account is solely for ordinary course deposit activity of the Borrower; (iii) the Secondary Operating Account is subject to the Lien of the Security Agreement and the Borrower (contemporaneously with the creation of such account) enters into an account control agreement in form satisfactory to the Administrative Agent whereby control is granted to the Collateral Agent in respect of the Secondary Operating Account; and (iv) the Initial Operating Account is and continues to be subject to the control of the Collateral Agent pursuant to a the Blocked Account Control Agreement.

Appears in 1 contract

Samples: Credit Agreement (Cinedigm Corp.)

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