Collateral Proceeds. Each Borrower shall make such arrangements as shall be necessary or appropriate in the Lender’s opinion to ensure, subject to the Intercreditor Agreement, that all proceeds of the Collateral are promptly paid into the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable; and until so remitted, such proceeds shall, subject to the Intercreditor Agreement, be deemed to be held in trust for the Lender until deposited into the Blocked Account or the Collection Accounts and without limiting the foregoing, each Borrower and each other Credit Party agrees to make such arrangements as shall be necessary or appropriate to assure that all proceeds of the Collateral are deposited (in the same form as received) in the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreements, as applicable. Any proceeds of Collateral received by any Credit Party shall be held in trust for the Lender until deposited into the Blocked Account or the Collection Accounts in the same form in which received, shall not be commingled with any assets of such Credit Party, and, subject to the Intercreditor Agreement, shall be deposited immediately to the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable. Each Borrower, and each of the other Credit Parties, acknowledges that all funds in the Blocked Account and the Collection Accounts are to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable, and that, to the extent of any interest of the Credit Parties therein, the Lender, subject to the Intercreditor Agreement, has (and is hereby granted to the extent it does not already have) a Lien on such accounts and all funds contained therein to secure the Obligations. Notwithstanding the foregoing and for greater certainty, prior to the occurrence of an Event of Default and in circumstances where there is sufficient Borrowing Base to support the Accommodations Outstanding, all funds in the Blocked Account and the Collection Accounts shall be transferred to accounts controlled by the Borrower in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable. Upon the occurrence of an Event of Default or in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, no amounts deposited in the Blocked Accounts and the Collection Accounts shall be released to the Credit Parties, but shall, subject to the Intercreditor Agreement, instead be applied to, or otherwise held for application to, or as Security for, the outstanding Obligations (but in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, only to the extent required to reduce the Accommodations Outstanding to the Borrowing Base) and (to the extent so provided in any other Credit Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Credit Parties to the Lender, it being understood and agreed that the Borrower notwithstanding such application shall have the right to obtain additional Loans under this Agreement subject to the terms and conditions hereof.
Appears in 1 contract
Samples: Credit Agreement (Village Farms International, Inc.)
Collateral Proceeds. Each Borrower shall make such arrangements as shall be necessary or appropriate in the Lender’s opinion to ensure, subject to the Intercreditor Agreement, that all proceeds of the Collateral are promptly paid into the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable; and until so remitted, such proceeds shall, subject to the Intercreditor Agreement, be deemed to be held in trust for the Lender until deposited into the Blocked Account or the Collection Accounts and without limiting the foregoing, each Borrower and each other Credit Party agrees to make such arrangements as shall be necessary or appropriate to assure that all proceeds of the Collateral are deposited (in the same form as received) in the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreements, as applicable. Any proceeds of Collateral received by any Credit Party shall be held in trust for the Lender until deposited into the Blocked Account or the Collection Accounts in the same form in which received, shall not be commingled with any assets of such Credit Party, and, subject to the Intercreditor Agreement, shall be deposited immediately to the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable. Each Borrower, and each of the other Credit Parties, acknowledges that all funds in the Blocked Account and the Collection Accounts are to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable, and that, to the extent of any interest of the Credit Parties therein, the Lender, subject to the Intercreditor Agreement, has (and is hereby granted to the extent it does not already have) a Lien on such accounts and all funds contained therein to secure the Obligations. Notwithstanding the foregoing and for greater certainty, prior to the occurrence of an Event of Default and in circumstances where there is sufficient Borrowing Base to support the Accommodations Outstanding, all funds in the Blocked Account and the Collection Accounts shall be transferred to accounts controlled by the a Borrower in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable. Upon the occurrence of an Event of Default or in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, no amounts deposited in the Blocked Accounts and or the Collection Accounts shall be released to the Credit Parties, but shall, subject to the Intercreditor Agreement, instead be applied to, or otherwise held for application to, or as Security security for, the outstanding Obligations (but in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, only to the extent required to reduce the Accommodations Outstanding to the Borrowing Base) and (to the extent so provided in any other Credit Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Credit Parties to the Lender, it being understood and agreed that the Borrower Borrowers notwithstanding such application shall have the right to obtain additional Loans under this Agreement subject to the terms and conditions hereof.
Appears in 1 contract
Samples: Credit Agreement (Village Farms International, Inc.)
Collateral Proceeds. Each Borrower shall make such arrangements as shall be necessary or appropriate in the Lender’s opinion to ensure, subject to the Intercreditor Agreement, that all proceeds of the Collateral are promptly paid into the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable; and until so remitted, such proceeds shall, subject to the Intercreditor Agreement, be deemed to be held in trust for the Lender until deposited into the Blocked Account or the Collection Accounts and without limiting the foregoing, each Borrower and each other Credit Party The Company agrees to make such arrangements as shall be necessary or appropriate to assure (through the use of one or more lock boxes under the sole control of the Administrative Agent) that all proceeds of the Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such 30 account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account or the Collection Accounts as and when such commercial bank deems such amounts to be dealt with constitute collected funds in accordance with the Lockbox Agreement and the Blocked Account Agreements, as applicableits customary practices regarding funds availability. Any proceeds of Collateral received by any Credit Party the Company shall be held by the Company in trust for the Lender until deposited into Administrative Agent and the Blocked Account or the Collection Accounts Lenders in the same form in which received, shall not be commingled with any assets of such Credit Partythe Company, and, subject to the Intercreditor Agreement, and shall be deposited delivered immediately to the Blocked Account or Administrative Agent (together with any necessary endorsements thereto) for deposit into the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicableConcentration Account. Each Borrower, and each of the other Credit Parties, The Company acknowledges that all funds in the Blocked Account and the Collection Accounts are to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable, and that, to the extent of any interest of the Credit Parties therein, the Lender, subject to the Intercreditor Agreement, Administrative Agent has (and is hereby granted to the extent it does not already have) a Lien on such accounts the Blocked and Concentration Accounts and all funds contained therein for the ratable benefit of the Lenders to secure the Obligations. Notwithstanding the foregoing and for greater certainty, prior to the occurrence of an Event of Default and in circumstances where there is sufficient Borrowing Base to support the Accommodations Outstanding, all funds in the Blocked Account and the Collection Accounts shall be transferred to accounts controlled by the Borrower in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable. Upon the occurrence of an Event of Default or in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, no No amounts deposited in the Blocked Accounts and the Collection or Concentration Accounts shall be released to the Credit PartiesCompany, but shall, subject to the Intercreditor Agreement, shall instead be applied to, or otherwise held for application to, or as Security collateral security for, the outstanding Obligations (but as set forth in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, only to the extent required to reduce the Accommodations Outstanding to the Borrowing Base) and (to the extent so provided in any other Credit Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Credit Parties to the LenderSection 3 hereof, it being understood and agreed that the Borrower Company notwithstanding such application shall have the right to obtain additional Loans and Letters of Credit under this Agreement subject to the terms and conditions hereof.
Appears in 1 contract
Samples: Credit Agreement (WLR Foods Inc)
Collateral Proceeds. Each The Borrower shall make such arrangements as shall be necessary or appropriate in the Lender’s opinion to ensure, subject to the Intercreditor Agreement, that all proceeds of the Collateral are promptly paid into the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable; and until so remitted, such proceeds shall, subject to the Intercreditor Agreement, be deemed to be held in trust for the Lender until deposited into the Blocked Account or the Collection Accounts and without limiting the foregoing, each Borrower and each other Credit Party agrees to make make, and to cause each of its Subsidiaries to make, such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account or the Collection Accounts as and when such commercial bank deems such amounts to be dealt with constitute collected funds in accordance with the Lockbox Agreement and the Blocked Account Agreements, as applicableits customary practices regarding funds availability. Any proceeds of A Collateral received by the Borrower or any Credit Party of its Subsidiaries shall be held by the Borrower or such Subsidiary in trust for the Lender until deposited into Administrative Agent and the Blocked Account or the Collection Accounts Banks in the same form in which received, shall not be commingled with any assets of such Credit Partythe Borrower or its Subsidiaries, and, subject to the Intercreditor Agreement, and shall be deposited delivered immediately to the Blocked Account or Administrative Agent (together with any necessary endorsements thereto) for deposit into the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicableConcentration Account. Each The Borrower, for itself and each of the other Credit Partiesits Subsidiaries, acknowledges that all funds in the Blocked Account and the Collection Accounts are to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable, and that, to the extent of any interest of the Credit Parties therein, the Lender, subject to the Intercreditor Agreement, Administrative Agent has (and is hereby granted to the extent it does not already have) a Lien lien and security interest on such accounts the Blocked Accounts and Concentration Account and all funds contained therein for the ratable benefit of the Banks to secure the Obligations. Notwithstanding Obligations of the foregoing Borrower and for greater certainty, prior to the occurrence of an Event of Default and in circumstances where there is sufficient Borrowing Base to support the Accommodations Outstanding, all funds its Subsidiaries specified in the Blocked Account and the Collection Accounts shall be transferred to accounts controlled by the Borrower in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicableA Security Documents. Upon the occurrence of an Event of Default or in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, no No amounts deposited in the Blocked Accounts and the Collection Accounts or Concentration Account shall be released to the Credit PartiesBorrower or any Subsidiary, but shall, subject to the Intercreditor Agreement, shall instead be applied to, or otherwise held for application to, or as Security collateral security for, the outstanding Obligations (but in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, only to the extent required to reduce the Accommodations Outstanding to the Borrowing Base) and (to the extent so provided in any other Credit Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Credit Parties to Borrower and its Subsidiaries specified in the LenderA Security Documents as set forth in Section 3 hereof, it being understood and agreed that the Borrower notwithstanding such application shall have the right to obtain additional Loans and L/Cs under this Agreement subject to the terms and conditions hereof."
Appears in 1 contract
Samples: Security Agreement (Mississippi Chemical Corp /MS/)
Collateral Proceeds. Each The Borrower shall make such arrangements as shall be necessary or appropriate in the Lender’s opinion agrees to ensuremake, subject and to the Intercreditor Agreement, that all proceeds of the Collateral are promptly paid into the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable; and until so remitted, such proceeds shall, subject to the Intercreditor Agreement, be deemed to be held in trust for the Lender until deposited into the Blocked Account or the Collection Accounts and without limiting the foregoing, each Borrower and cause each other Credit Loan Party agrees to make make, such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the Collateral are deposited (in the same form as received) in one or more remittance accounts maintained with or otherwise under the Blocked Account control of the Administrative Agent, all of which, other than the PrivateBank Accounts and the RBS Accounts, are maintained with the Administrative Agent or a Lender (each special restricted account maintained with the Collection Accounts Administrative Agent or a Lender to be dealt with referred to herein as a “Concentration Account”). Within 60 days of the Closing Date, each of the PrivateBank Accounts shall be closed and any remaining funds in accordance with the Lockbox Agreement PrivateBank Master Account shall be transferred to the Borrower’s Account and any remaining funds in the Blocked PrivateBank Collection Account Agreements, as applicableshall be transferred to a Concentration Account. Until closed all proceeds in the PrivateBank Collection Account shall be transferred on a daily basis to a Concentration Account. Any proceeds of Collateral (other than proceeds in the RBS Merchant Services Account up to an amount equal to $50,000 at any one time) received by the Borrower and any Credit other Loan Party shall be held by the Borrower or such other Loan Party in trust for the Lender until deposited into Administrative Agent and the Blocked Account or the Collection Accounts Lenders in the same form in which received, shall not be commingled with any assets of the Borrower or such Credit other Loan Party, and, subject to the Intercreditor Agreement, and shall be deposited delivered immediately to the Blocked Account or Administrative Agent (together with any necessary endorsements thereto) for deposit into a Concentration Account. The Borrower acknowledges (on behalf of itself and additional Loan Parties) that the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable. Each Borrower, and each of the other Credit Parties, acknowledges that all funds in the Blocked Account and the Collection Accounts are to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable, and that, to the extent of any interest of the Credit Parties therein, the Lender, subject to the Intercreditor Agreement, Administrative Agent has (and is hereby granted to the extent it does not already have) a Lien on such accounts each Concentration Account and all funds contained therein to secure the Obligations. Notwithstanding the foregoing and for greater certainty, prior to the occurrence of an Event of Default and in circumstances where there is sufficient Borrowing Base to support the Accommodations Outstanding, all funds in the Blocked Account and the Collection Accounts shall be transferred to accounts controlled by the Borrower in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable. Upon the occurrence of an Event of Default or in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, no No amounts deposited in the Blocked Accounts and the Collection Accounts any Concentration Account shall be released to the Credit PartiesBorrower, but shall, subject to the Intercreditor Agreement, shall instead be applied to, or otherwise held for application to, or as Security collateral security for, the outstanding Obligations (but in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, only to the extent required to reduce the Accommodations Outstanding to the Borrowing Base) and (to the extent so provided as set forth in any other Credit Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Credit Parties to the LenderSection 3.1 hereof, it being understood and agreed that the Borrower Borrower, notwithstanding such application application, shall have the right to obtain additional Revolving Loans and Letters of Credit under this Agreement subject to the terms and conditions hereof.
Appears in 1 contract
Collateral Proceeds. Each The Borrower shall make such arrangements as shall be necessary or appropriate in the Lender’s opinion to ensure, subject to the Intercreditor Agreement, that all proceeds of the Collateral are promptly paid into the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable; and until so remitted, such proceeds shall, subject to the Intercreditor Agreement, be deemed to be held in trust for the Lender until deposited into the Blocked Account or the Collection Accounts and without limiting the foregoing, each Borrower and each other Credit Party agrees to make make, and to cause each of its Subsidiaries to make, such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes under the sole control of the Administrative Agent) that all proceeds of the A Collateral are deposited (in the same form as received) in one or more remittance accounts at least one of which is maintained with the Administrative Agent but the others of which may be maintained with any commercial bank acceptable to the Administrative Agent if and so long as it remains under the control of the Administrative Agent, each such account to constitute a special restricted account (each such special restricted account with a commercial bank other than the Administrative Agent to be referred to hereinafter as a "Blocked Account" and the special restricted account maintained with the Administrative Agent to be referred to herein as the "Concentration Account"). Each commercial bank at which a Blocked Account is maintained must provide its written acknowledgement and agreement in form and substance reasonably satisfactory to the Administrative Agent that funds deposited in such Blocked Account represent proceeds of the A Collateral, that such commercial bank agrees to hold such funds as the Administrative Agent's bailee subject to the Administrative Agent's direction and control and that such commercial bank agrees to wire transfer or ACH transfer to the Concentration Account on a daily basis all amounts on deposit in the Blocked Account or the Collection Accounts as and when such commercial bank deems such amounts to be dealt with constitute collected funds in accordance with the Lockbox Agreement and the Blocked Account Agreements, as applicableits customary practices regarding funds availability. Any proceeds of A Collateral received by the Borrower or any Credit Party of its Subsidiaries shall be held by the Borrower or such Subsidiary in trust for the Lender until deposited into Administrative Agent and the Blocked Account or the Collection Accounts Banks in the same form in which received, shall not be commingled with any assets of such Credit Partythe Borrower or its Subsidiaries, and, subject to the Intercreditor Agreement, and shall be deposited delivered immediately to the Blocked Account or Administrative Agent (together with any necessary endorsements thereto) for deposit into the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicableConcentration Account. Each The Borrower, for itself and each of the other Credit Partiesits Subsidiaries, acknowledges that all funds in the Blocked Account and the Collection Accounts are to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable, and that, to the extent of any interest of the Credit Parties therein, the Lender, subject to the Intercreditor Agreement, Administrative Agent has (and is hereby granted to the extent it does not already have) a Lien lien and security interest on such accounts the Blocked Accounts and Concentration Account and all funds contained therein for the ratable benefit of the Banks to secure the Obligations. Notwithstanding Obligations of the foregoing Borrower and for greater certainty, prior to the occurrence of an Event of Default and in circumstances where there is sufficient Borrowing Base to support the Accommodations Outstanding, all funds its Subsidiaries specified in the Blocked Account and the Collection Accounts shall be transferred to accounts controlled by the Borrower in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicableA Security Documents. Upon the occurrence of an Event of Default or in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, no No amounts deposited in the Blocked Accounts and the Collection Accounts or Concentration Account shall be released to the Credit PartiesBorrower or any Subsidiary, but shall, subject to the Intercreditor Agreement, shall instead be applied to, or otherwise held for application to, or as Security collateral security for, the outstanding Obligations (but in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, only to the extent required to reduce the Accommodations Outstanding to the Borrowing Base) and (to the extent so provided in any other Credit Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Credit Parties to Borrower and its Subsidiaries specified in the LenderA Security Documents as set forth in Section 3 hereof, it being understood and agreed that the Borrower notwithstanding such application shall have the right to obtain additional Loans and L/Cs under this Agreement subject to the terms and conditions hereof.
Appears in 1 contract
Collateral Proceeds. Each Borrower shall make such arrangements as shall be necessary or appropriate in the Lender’s opinion agrees to ensuremake, subject and to the Intercreditor Agreement, that all proceeds of the Collateral are promptly paid into the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable; and until so remitted, such proceeds shall, subject to the Intercreditor Agreement, be deemed to be held in trust for the Lender until deposited into the Blocked Account or the Collection Accounts and without limiting the foregoing, each Borrower and cause each other Credit Party agrees to make make, such arrangements as shall be necessary or appropriate to assure (through the use of one or more lockboxes or other similar accounts under the sole control of the Administrative Agent) that all proceeds of the First Priority Collateral are deposited (in the same form as received) in one or more remittance accounts maintained with or otherwise under the Blocked Account or control of the Collection Accounts Administrative Agent, all of which, other than the Xxxxx Account, are maintained with the Administrative Agent (each special restricted account maintained with the Administrative Agent to be dealt with in accordance with referred to herein as a “Concentration Account”). The Xxxxx Account may be maintained by Crown, but shall be placed under the Lockbox Agreement control of the Administrative Agent within 60 days after the Closing Date. For purposes hereof, “control by the Administrative Agent” shall mean control under the applicable agreements covering such lockboxes and other accounts sufficient to reflect the Administrative Agent’s Lien on such lockboxes and other accounts (and the Blocked Account Agreements, as applicableamounts contained therein). Any proceeds of such Collateral received by any Borrower and any other Credit Party shall be held by such Borrower or such other Credit Party in trust for the Lender until deposited into Administrative Agent and the Blocked Account or the Collection Accounts Lenders in the same form in which received, shall not be commingled with any assets of such Borrower or such other Credit Party, and, subject to the Intercreditor Agreement, and shall be deposited delivered immediately to the Blocked Account or Administrative Agent (together with any necessary endorsements thereto) for deposit into a Concentration Account, or, in the Collection Accounts case of proceeds received by Crown, the Xxxxx Account. Prior to be dealt with in accordance with the Lockbox Agreement and establishment of control by the Blocked Account Agreement, as applicable. Each Borrower, and each Administrative Agent of the other Credit PartiesXxxxx Account, acknowledges that Crown will promptly (and in any event within 3 Business Days), cause all funds in the Blocked Xxxxx Account to be transferred to a Concentration Account at any time that funds in the Xxxxx Account exceed $50,000. The control agreement relating to the Xxxxx Account shall provide that (i) absent an Event of Default, at any time that funds in the Xxxxx Account exceed $50,000, all funds then contained in the Xxxxx Account shall be immediately wire transferred to a Concentration Account and (ii) during the Collection Accounts are continuance of an Event of Default, all funds in the Xxxxx Account shall be wire transferred at the end of each Business Day to be dealt with in accordance with a Concentration Account. The Borrowers acknowledge (on behalf of themselves and additional Credit Parties) that the Lockbox Agreement and the Blocked Account Agreement, as applicable, and that, to the extent of any interest of the Credit Parties therein, the Lender, subject to the Intercreditor Agreement, Administrative Agent has (and is hereby granted to the extent it does not already have) a Lien on such accounts each Concentration Account and the Xxxxx Account and all funds contained therein to secure the Obligations. Notwithstanding the foregoing and for greater certainty, prior to the occurrence of an Event of Default and in circumstances where there is sufficient Borrowing Base to support the Accommodations Outstanding, all funds in the Blocked Account and the Collection Accounts shall be transferred to accounts controlled by the Borrower in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable. Upon the occurrence of an Event of Default or in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, no No amounts deposited in the Blocked Accounts and the Collection Accounts any Concentration Account shall be released to the Credit PartiesBorrowers, but shall, subject to the Intercreditor Agreement, shall instead be applied totreated as a payment hereunder and shall be applied, or otherwise held for application toon a daily basis, or as Security for, to the outstanding Obligations (but in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, only to the extent required to reduce the Accommodations Outstanding to the Borrowing Base) and (to the extent so provided as set forth in any other Credit Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Credit Parties to the LenderSection 3.1 hereof, it being understood and agreed that the Borrower Borrowers, notwithstanding such application application, shall have the right to obtain additional Revolving Loans and Letters of Credit under this Agreement subject to the terms and conditions hereof. If at any time after the application of such amounts to the Obligations as set forth in Section 3.1, any additional amounts remain, (a) if no Event of Default is then in existence, such additional amounts shall be promptly transferred to an interest-bearing investment account at the Administrative Agent or other investment or other account specified by the Borrower Representative (including without limitation any Borrower’s operating account) or (b) if an Event of Default is then in existence, such additional amounts shall be held as cash Collateral for the Letters of Credit (in the amount of 105% of the face amount of the outstanding Letters of Credit) other than the Cash Collateralized Letters of Credit and any excess amount shall be promptly transferred to an interest-bearing investment account at the Administrative Agent or other investment or other account specified by the Borrower Representative (including without limitation any Borrower’s operating account). Any such account, other than an operating account or an Excluded Account, shall be subject to a control agreement in favor of the Administrative Agent. Notwithstanding the foregoing, (1) the Borrowers need not have completed the process of instructing all of their Account Debtors (other than the Account Debtors of Crown who make payment to the Xxxxx Account) to make payments through the aforementioned lockboxes until 30 days after the Closing Date, (2) the Borrowers need not have completed control agreements for their existing deposit accounts located at the Administrative Agent until 30 days after the Closing Date and (3) the Borrowers need not execute and deliver a control agreement in favor of the Administrative Agent with respect to any Excluded Account.
Appears in 1 contract
Collateral Proceeds. Each Borrower shall make such arrangements as shall be necessary or appropriate in the Lender’s opinion to ensure, subject to the Intercreditor Agreement, that all proceeds of the Collateral are promptly paid into the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable; and until so remitted, such proceeds shall, subject to the Intercreditor Agreement, be deemed to be held in trust for the Lender until deposited into the Blocked Account or the Collection Accounts and without limiting the foregoing, each Borrower and each other Credit Party agrees to make such arrangements as shall be necessary or appropriate to assure (through the use of a lockbox under the sole control of the Administrative Agent) that all proceeds of the Collateral provided by such Borrower, subject to Sections 2.7(d) and 8.18 of this Agreement, are deposited (in the same form as received) in a separate remittance account maintained by such Borrower with and under the Blocked control of the Administrative Agent, each such account to constitute a special restricted account (each, a "RESTRICTED ACCOUNT"); PROVIDED, HOWEVER, that the Company and Intersound may use the same lockbox and same Restricted Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreements, as applicablefor such purposes. Any proceeds of Collateral received by any Credit Party Borrower shall be held by such Borrower in trust for the Lender until deposited into Administrative Agent and the Blocked Account or the Collection Accounts Lenders in the same form in which received, shall not be commingled with any assets of such Credit Party, and, subject to the Intercreditor Agreement, shall be deposited immediately to the Blocked Account or the Collection Accounts to be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable. Each Borrower, and each of the other Credit Parties, acknowledges that all funds in the Blocked Account and the Collection Accounts are to shall be dealt with in accordance with the Lockbox Agreement and the Blocked Account Agreement, as applicable, and that, delivered promptly to the extent Administrative Agent (together with any necessary endorsements thereto) for deposit into the Restricted Account of any interest of such Borrower. The Borrowers acknowledge that the Credit Parties therein, the Lender, subject to the Intercreditor Agreement, Administrative Agent has (and is hereby granted to the extent it does not already have) a Lien lien on such accounts each Restricted Account and all funds contained therein for the ratable benefit of the Lenders to secure the Obligations. Notwithstanding the foregoing and for greater certainty, prior Prior to the occurrence of an Loan Mechanization Date, the Lenders agree with the Borrowers that if and so long as no Event of Default has occurred and is continuing hereunder, amounts on deposit in circumstances where there is sufficient Borrowing Base each Restricted Account will (subject to support the Accommodations Outstandingrules and regulations of the relevant depository as from time to time in effect applicable to demand deposit accounts) be made available to the Borrowers for use in conduct of their respective businesses; PROVIDED, all funds in the Blocked Account and the Collection Accounts shall be transferred to accounts controlled by the Borrower in accordance with the Lockbox Agreement and the Blocked Account AgreementHOWEVER, as applicable. Upon upon the occurrence and during the continuation of an any Event of Default hereunder, the Administrative Agent may apply the funds on deposit in any one or more of the Restricted Accounts as set forth in circumstances where there is not a sufficient Borrowing Base to support Section 3.3 hereof, and the Accommodations OutstandingAdministrative Agent shall notify the Company of any such application. On and after the Loan Mechanization Date, no amounts deposited in the Blocked Accounts and the Collection Restricted Accounts shall be released to the Credit PartiesBorrowers, but shall, subject to the Intercreditor Agreement, shall instead be applied to, or otherwise held for application to, or as Security collateral security for, the outstanding Obligations (but as set forth in circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, only to the extent required to reduce the Accommodations Outstanding to the Borrowing Base) and (to the extent so provided in any other Credit Document) any and all other indebtedness, liabilities and obligations, present or future, of each of the Credit Parties to the LenderSection 3 hereof, it being understood and agreed that the Borrower notwithstanding such application application, the Borrowers shall have the right to obtain additional Loans and Letters of Credit under this Agreement subject to the terms and conditions hereof.
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