Collection Accounts. With respect to Collections and the Collection Accounts: (i) the Seller has caused the Originator and the Collection Agent to instruct all Obligors to pay all Collections directly to a Lock-Box; provided that Obligors may elect to make payments at a store location of the Originator; (ii) the Originator has agreed to cause each of its stores (A) to deposit all In-Store Collections with a local bank within one Business Day of its receipt thereof, and (B) on the same day as such deposit, to initiate a remittance to the Concentration Account (through the automated clearinghouse system or by wire transfer) of all such In-Store Collections; the Originator has agreed to remit to the "Sub-Servicer" under the Transfer Agreement, on the date of receipt of any such In-Store Collections in the Concentration Account, all of such Collections; the Seller agrees to cause such Sub-Servicer thereupon to remit the same to the Collection Agent (or shall disburse the same in the manner and to such Persons as the Collection Agent shall otherwise direct in accordance with the terms and provisions of this Agreement); and the Collection Agent, if it receives any of the same, shall apply such Collections in accordance with Article VI and the other terms and provisions of this Agreement; provided, however, that neither the Seller nor the Originator shall be in breach of its obligations under clause (A) above if an amount not to exceed 5% of the aggregate In-Store Collections during any month shall fail to be deposited within one Business Day of the receipt thereof so long as all such In-Store Collections are deposited within two Business Days of receipt; (iii) all Collections in the Lock-Boxes are deposited, on the same Business Day received, directly into a Lock-Box Account and subsequently (within one Business Day after such deposit) transferred to the Concentration Account and the Seller shall thereupon make the same available to the Collection Agent for application in accordance with Article VI and the other terms and provisions of this Agreement; (iv) all Lock-Boxes, Lock-Box Accounts and Concentration Accounts as of the date hereof, together with the account numbers thereof and the names and addresses of all banks maintaining the same, are listed on Exhibit III and, with respect to each Collection Account established after the date hereof, the Seller has provided notice thereof to the Agent and otherwise complied with all requirements set forth in Section 5.2(b) with respect thereto; (v) a Collection Account Agreement in respect of each Collection Account, in the appropriate form, has been duly executed and delivered by the applicable Collection Bank, the Originator, the Seller and the Agent and such Collection Account Agreement remains in full force and effect. The Seller has not granted any Person, other than the Agent as contemplated by this Agreement, dominion and control of any Collection Account, or the right to take dominion and control of any Collection Account at a future time or upon the occurrence of a future event.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Bon Ton Stores Inc)
Collection Accounts. With respect to Collections and the Collection Accounts:
(i) the The Seller has caused the Originator and established the Collection Agent to instruct all Obligors to pay all Collections directly Accounts subject to a Lock-Box; provided fully executed Collection Account Agreement. The Seller agrees that Obligors may elect the Purchaser Agent shall have exclusive dominion and control of each Collection Account and all monies, instruments and other property from time to make payments at a store location of the Originator;time on deposit therein.
(ii) The Seller (or the Originator Servicer on Seller’s behalf) shall cause all Lockbox Processors on a daily basis to process all funds and items of payment received in each Lockbox to be automatically deposited in or credited to a Collection Account. The Collection Account Bank has agreed been instructed by the Seller and the Servicer to cause each of its stores (A) to automatically transfer all collected and available funds on deposit all In-Store Collections with a local bank within one Business Day of its receipt thereof, and (B) on the same day as such deposit, to initiate a remittance in any Intermediate Collection Account to the Concentration Collection Account (through the automated clearinghouse system or by wire transfer) of and all such In-Store Collections; the Originator has agreed to remit to the "Sub-Servicer" under the Transfer Agreement, collected and available funds on the date of receipt of any such In-Store Collections deposit in the Concentration Collection Account from the Concentration Collection Account to the Agent Account, all of such Collections; the Seller agrees to cause such Sub-Servicer thereupon to remit the same to the Collection Agent (or shall disburse the same in the manner and to such Persons as the Collection Agent shall otherwise direct in accordance with the terms and provisions of this Agreement); and the Collection Agent, if it receives any of the same, shall apply such Collections in accordance with Article VI and the other terms and provisions of this Agreement; provided, however, that neither the Seller nor the Originator shall be in breach of its obligations under clause (A) above if an amount not to exceed 5% of the aggregate In-Store Collections during any month shall fail to be deposited within one Business Day of the receipt thereof so long as all such In-Store Collections are deposited within two Business Days of receipt;each case on a daily basis.
(iii) all Collections in If, for any reason, the Lock-Boxes are depositedCollection Account Agreement relating to a Collection Account terminates or the Collection Account Bank fails to comply with its obligations under such Collection Account Agreement, on the same Business Day received, directly into a Lock-Box Account and subsequently (within one Business Day after such deposit) transferred to the Concentration Account and then the Seller shall thereupon promptly notify the Purchaser Agent thereof and the Seller, the Servicer or the Purchaser Agent, as the case may be, shall instruct all Obligors who had previously been instructed to make the same available wire payments to the a Collection Agent for application Account maintained at any such Collection Account Bank to make all future payments to a new Collection Account in accordance with Article VI this Section 6.01(b)(iii). The Seller shall not close any Collection Account unless it shall have (A) received the prior written consent of the Purchaser Agent, (B) established a new account with the same Collection Account Bank or with a new depositary institution satisfactory to the Purchaser Agent, (C) entered into an agreement covering such new account with such Collection Account Bank or with such new depositary institution substantially in the form of the Collection Account Agreement or that is satisfactory in all respects to the Purchaser Agent (whereupon, for all purposes of this Agreement and the other terms and provisions of this Agreement;
(iv) all Lock-BoxesRelated Documents, Lock-Box Accounts and Concentration Accounts as of the date hereofsuch new account shall become a Collection Account, together with the account numbers thereof and the names and addresses of all banks maintaining the same, are listed on Exhibit III and, with respect to each Collection Account established after the date hereof, the Seller has provided notice thereof to the Agent and otherwise complied with all requirements set forth in Section 5.2(b) with respect thereto;
(v) such new agreement shall become a Collection Account Agreement and any new depositary institution shall become the Collection Account Bank), and (D) taken all such action as the Purchaser Agent shall reasonably require to perfect a first priority security interest in respect such new Collection Account to the Purchaser under Section 7.01 of each this Agreement. Except as permitted by this Section 6.01(b), the Seller shall not, and shall not permit the Servicer to open a new Collection Account without the prior written consent of the Purchaser Agent and the Seller having entered into an agreement covering such new account with the Collection Account Bank or with a new depositary institution substantially in the form of the Collection Account Agreement or that is satisfactory in all respects to the Purchaser Agent (whereupon, for all purposes of this Agreement and the other Related Documents, such new account shall become a Collection Account, in the appropriate form, has been duly executed and delivered by the applicable Collection Bank, the Originator, the Seller and the Agent and such new agreement shall become a Collection Account Agreement remains in full force and effect. The Seller has not granted any Person, other than new depositary institution shall become the Agent as contemplated by this Agreement, dominion and control of any Collection Account, or the right to take dominion and control of any Collection Account at a future time or upon the occurrence of a future eventBank).
Appears in 1 contract
Samples: Receivables Purchase Agreement (Univision Holdings, Inc.)
Collection Accounts. With respect (a) The Warehouse Agent hereby acknowledges that Collections of Unsold Assets which are deposited in the Collection Accounts or otherwise shall not constitute Warehouse Collateral, and the Warehouse Agent has no claim to such Collections as they are not property of the SPE.
(b) In order to effect more fully the provisions of this Agreement, each of the parties hereto agrees that during an Enforcement Period, it shall not send any notices to the Obligors directing them to remit Collections of any Transferred Assets other than to a Collection Account.
(c) The OpCo Agent agrees that it shall not, at any time prior to Enforcement, exercise any rights it may have under the OpCo Loan Documents to send any notices to Obligors (i) informing them of the OpCo Agent's interest in the Transferred Assets, or (ii) directing such Obligors to make payments in any particular manner of any amounts due under the Transferred Assets; the OpCo Agent further agrees that it shall not take any of the foregoing actions during Enforcement prior to the later of payment in full of the Warehouse Claim and the termination of the Warehouse Documents, except that the OpCo Agent may inform any Obligors of Unsold Assets that such Unsold Assets have been pledged to the OpCo Agent so long as such notices expressly state that all payments on account of such Unsold Assets shall continue to be made as otherwise required pursuant to the terms of the Warehouse Documents, unless the Warehouse Agent and the OpCo Agent agree otherwise in writing. The Warehouse Agent hereby agrees to return reasonably promptly to the applicable Originator funds received by the Warehouse Agent which are reasonably identified to the Warehouse Agent (through supporting documentation) to constitute proceeds of an Unsold Asset constituting OpCo Collateral (including such funds received in the Collection Accounts:
(i) the Seller has caused the Originator and the Collection Agent to instruct all Obligors to pay all Collections directly to a Lock-Box); provided that Obligors may elect if the OpCo Agent shall so request in a written notice to make payments the Warehouse Agent delivered at a store location any time while an OpCo Event of Default exists and is continuing, the Warehouse Agent shall transfer such funds to the OpCo Lockbox Account instead of returning them to an Originator. The OpCo Agent agrees that, prior to the later of payment in full of the Originator;
(ii) Warehouse Claim and the Originator has agreed to cause each termination of its stores (A) to deposit all In-Store Collections with a local bank within one Business Day the Warehouse Documents, if it receives payments directly from any Obligor on account of its receipt thereofan Unsold Asset, and (B) on it shall promptly notify the same day as Warehouse Agent in order that the Warehouse Agent may determine whether such depositpayment was, to initiate a remittance to the Concentration Account (through the automated clearinghouse system or by wire transfer) of all such In-Store Collections; the Originator has agreed to remit to the "Sub-Servicer" under the Transfer Agreementin fact, on the date of receipt of any such In-Store Collections in the Concentration Account, all of such Collections; the Seller agrees to cause such Sub-Servicer thereupon to remit the same to the Collection Agent (or shall disburse the same in the manner and properly allocated to such Persons as the Collection Agent shall otherwise direct Unsold Asset in accordance with the terms and provisions of this Agreement); Section 2.3, and if the Collection Agent, if it receives any of the same, Warehouse Agent shall apply such Collections in accordance with Article VI and the other terms and provisions of this Agreement; provided, however, that neither the Seller nor the Originator shall be in breach of its obligations under clause have reasonably identified (Athrough supporting documentation) above if an amount not to exceed 5% of the aggregate In-Store Collections during any month shall fail to be deposited within one Business Day of the receipt thereof so long as all such In-Store Collections are deposited within two Business Days of receipt;
(iii) all Collections in the Lock-Boxes are deposited, on the same Business Day received, directly into a Lock-Box Account and subsequently (within one Business Day after such deposit) transferred to the Concentration Account and the Seller shall thereupon make the same available OpCo Agent that such payment was not properly allocated to the Collection Agent for application in accordance with Article VI and the other terms and provisions of this Agreement;
(iv) all Lock-Boxes, Lock-Box Accounts and Concentration Accounts as of the date hereof, together with the account numbers thereof and the names and addresses of all banks maintaining the same, are listed on Exhibit III and, with respect to each Collection Account established after the date hereofsuch Unsold Asset, the Seller has provided notice thereof OpCo Agent hereby agrees to the Agent and otherwise complied with all requirements set forth in Section 5.2(b) with respect thereto;
(v) a Collection Account Agreement in respect of each Collection Account, in the appropriate form, has been duly executed and delivered return reasonably promptly such payment by wire transfer to the applicable Collection Bank, the Originator, the Seller and the Agent and such Collection Account Agreement remains in full force and effect. The Seller has not granted any Person, other than the Agent as contemplated by this Agreement, dominion and control of any Collection Account, or the right to take dominion and control of any Collection Account at a future time or upon the occurrence of a future event.
Appears in 1 contract
Collection Accounts. With respect to Collections and the Collection Accounts:
(i) the Seller has caused the Originator and the Collection Agent to instruct all Obligors to pay all Collections directly to a Lock-Box; provided that Obligors may elect to make payments at a store location All of the Originator;
(ii) Grantor’s Collection Accounts are listed on Exhibit B. So long as no Potential Amortization Event or Amortization Event has occurred and is continuing, the Originator has agreed Grantor may amend Exhibit B to cause each of add or replace a Collection Bank or Collection Account and shall upon such addition or replacement provide to the Administrative Agent an amended Exhibit B, which such revised Exhibit B the Administrative Agent shall in its stores reasonable discretion determine whether or not is satisfactory, provided, however, that (A) such prospective Collection Bank shall be reasonably satisfactory to deposit all In-Store Collections with a local bank within one Business Day of its receipt thereofthe Administrative Agent, and (B) on the same day as such deposit, to initiate a remittance prior to the Concentration Account (through time of the automated clearinghouse system or by wire transfer) opening of all such In-Store Collections; Collection Account, the Originator has agreed to remit Grantor and such prospective Collection Bank shall have executed and delivered to the "Sub-Servicer" under the Transfer Administrative Agent a Collection Account Agreement, on the date . The Grantor shall close any of receipt of any such In-Store Collections in the Concentration Account, all of such Collections; the Seller agrees to cause such Sub-Servicer thereupon to remit the same to the its Collection Agent Accounts (or shall disburse the same in the manner and to such Persons as the establish replacement Collection Agent shall otherwise direct Accounts in accordance with the terms foregoing sentence) as promptly as practicable and provisions in any event within forty-five (45) days after notice from the Administrative Agent that the operating performance, funds transfer, or availability procedures or performance of this Agreement); and the Collection Bank with respect to Collection Accounts or the Administrative Agent, if it receives ’s liability under any Collection Account Agreement with such Collection Account Bank is no longer acceptable in the Administrative Agent’s reasonable judgment.”
(b) The first sentence of Section 7.1(a) of the sameSecurity Agreement is hereby amended and restated in its entirety to read as follows: “Except as set forth on Schedule 6.22 of the Credit Agreement, on or before the Closing Date, the Grantor shall apply (i) execute and deliver to the Administrative Agent Collection Account Agreements for each Collection Account (other than the Communication Cables Account) maintained by the Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited, which Collection Accounts are identified as such Collections in accordance on Exhibit B, and (ii) establish Lock-Boxes with Article VI and the other terms and provisions of this Agreement; providedbank(s) set forth on Exhibit B, however, that neither the Seller nor the Originator which Lock-Boxes shall be subject to irrevocable lockbox agreements in breach of its obligations under clause (A) above if the form provided by or otherwise acceptable to the Administrative Agent and shall be accompanied by an amount not to exceed 5% of acknowledgment by the aggregate In-Store Collections during any month shall fail to be deposited within one Business Day of the receipt thereof so long as all such In-Store Collections are deposited within two Business Days of receipt;
(iii) all Collections in bank where the Lock-Boxes are depositedBox is located of the Lien of the Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the related Collection Account (each, on the same Business Day received, directly into a “Lock-Box Account and subsequently (within one Business Day after such deposit) transferred to the Concentration Account and the Seller shall thereupon make the same available to the Collection Agent for application in accordance with Article VI and the other terms and provisions of this Agreement;
(iv) all Lock-Boxes, Lock-Box Accounts and Concentration Accounts as of the date hereof, together with the account numbers thereof and the names and addresses of all banks maintaining the same, are listed on Exhibit III and, with respect to each Collection Account established after the date hereof, the Seller has provided notice thereof to the Agent and otherwise complied with all requirements set forth in Section 5.2(b) with respect thereto;
(v) a Collection Account Agreement in respect of each Collection Account, in the appropriate form, has been duly executed and delivered by the applicable Collection Bank, the Originator, the Seller and the Agent and such Collection Account Agreement remains in full force and effect. The Seller has not granted any Person, other than the Agent as contemplated by this Agreement, dominion and control of any Collection Account, or the right to take dominion and control of any Collection Account at a future time or upon the occurrence of a future event”).”
Appears in 1 contract
Samples: Receivables Facility Loan Documents (Anixter International Inc)
Collection Accounts. With respect to Collections and the Collection Accounts:
(i) the Seller has caused the Originator and the Collection Agent to instruct all Obligors to pay all Collections directly to a Lock-Box; provided that Obligors may elect to make payments at a store location of the Originator;
(ii) the Originator has agreed to cause each of its stores (A) to deposit all In-Store Collections with a local bank within one Business Day of its receipt thereof, and (B) on the same day as such deposit, to initiate a remittance to the Concentration Account (through the automated clearinghouse system or by wire transfer) of all such In-Store Collections; the Originator has agreed to remit to the "“Sub-Servicer" ” under the Transfer Agreement, on the date of receipt of any such In-Store Collections in the Concentration Account, all of such Collections; the Seller agrees to cause such Sub-Servicer thereupon to remit the same to the Collection Agent (or shall disburse the same in the manner and to such Persons as the Collection Agent shall otherwise direct in accordance with the terms and provisions of this Agreement); and the Collection Agent, if it receives any of the same, shall apply such Collections in accordance with Article VI and the other terms and provisions of this Agreement; provided, however, that neither the Seller nor the Originator shall be in breach of its obligations under clause (A) above if an amount not to exceed 5% of the aggregate In-Store Collections during any month shall fail to be deposited within one Business Day of the receipt thereof so long as all such In-Store Collections are deposited within two Business Days of receipt;
(iii) all Collections in the Lock-Boxes are deposited, on the same Business Day received, directly into a Lock-Box Account and subsequently (within one Business Day after such deposit) transferred to the Concentration Account and the Seller shall thereupon make the same available to the Collection Agent for application in accordance with Article VI and the other terms and provisions of this Agreement;
(iv) all Lock-Boxes, Lock-Box Accounts and Concentration Accounts as of the date hereof, together with the account numbers thereof and the names and addresses of all banks maintaining the same, are listed on Exhibit III and, with respect to each Collection Account established after the date hereof, the Seller has provided notice thereof to the Agent and otherwise complied with all requirements set forth in Section 5.2(b) with respect thereto;
(v) a Collection Account Agreement in respect of each Collection Account, in the appropriate form, has been duly executed and delivered by the applicable Collection Bank, the Originator, the Seller and the Agent and such Collection Account Agreement remains in full force and effect. The Seller has not granted any Person, other than the Agent as contemplated by this Agreement, dominion and control of any Collection Account, or the right to take dominion and control of any Collection Account at a future time or upon the occurrence of a future event.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Bon Ton Stores Inc)
Collection Accounts. With respect to Collections Collections, the Collection Accounts and the Collection Store Accounts:
(i) the Seller has caused will cause the Originator and the Collection Agent to instruct in the monthly remittance advices sent to all Obligors to pay all Collections directly to a Lock-Box; provided that Obligors may elect to make payments at a store location of the Originator;
(ii) the Seller will cause the Originator has agreed to agree to cause each of its stores (A) to deposit all In-Store Collections with into a local bank Store Account within one Business Day of its receipt thereof, and (B) on the same day as such deposit, to initiate a remittance to the Concentration Account (through the automated clearinghouse system or by wire transfer) of all such In-Store Collections; the Originator has agreed to remit to the "Sub-Servicer" under the Transfer Agreement, on the date of receipt of any Collections and subsequently (within one Business Day after such In-Store Collections in the Concentration Account, all of such Collections; the Seller agrees to cause such Sub-Servicer thereupon to remit the same deposit) to the Collection Agent (or shall disburse the same in the manner and to such Persons as the Collection Agent shall otherwise direct in accordance with the terms and provisions of this Agreement); Concentration Account and the Collection Agent, if it receives any of the same, shall apply such Collections in accordance with Article VI and the other terms and provisions of this Agreement; provided, however, that neither the Seller nor the Originator shall be in breach of its obligations under clause (A) above if an amount not to exceed 5% of the aggregate In-Store Collections during any month shall fail to be deposited within one Business Day of the receipt thereof into a Store Account so long as all such In-Store Collections are deposited in a Store Account within two Business Days of receipt;
(iii) the Seller will cause all Collections in the Lock-Boxes are to be deposited, on the same Business Day received, directly into a Lock-Box Account and subsequently (within one Business Day after such deposit) transferred to the Collection Concentration Account and the Seller shall thereupon make the same available to the Collection Agent for application in accordance with Article VI Section 1.7 – 1.9 and the other terms and provisions of this Agreement;
(iv) the Seller will cause all Lock-Boxes, Lock-Box Accounts, Store Accounts and Concentration Accounts as of the date hereof, together with the account numbers thereof and the names and addresses of all banks maintaining the same, are to be listed on Exhibit III and, with respect to each Collection Account and Store Account established after the date hereof, the Seller has provided will provide notice thereof to the Agent and otherwise complied with all requirements set forth in Section 5.2(b5.2(a) with respect thereto;
(v) the Seller will (a) enter into a Collection Account Agreement in respect of each Collection Account, in the appropriate form, has been that is duly executed and delivered by the applicable Collection Bank, the Originator, the Seller and the Agent and such Collection Account Agreement remains shall be maintained in full force and effect. The , (b) enter into a control agreement in respect of each Lock-Box (which control agreement may be contained in a Collection Account Agreement), in form and substance acceptable the each Managing Agent, that is duly executed and delivered by the Lock-Box Processor with respect to such Lock-Box, the Originator, the Seller has not granted any Personand the Agent and such control agreement shall be maintained in full force and effect, and (c) on or before January 22, 2004, cause the Originator and the applicable bank maintaining each Store Account to enter into a blocked account agreement in respect of each Store Account (other than any Store Account with a balance that does not at any time exceed $50,000), in a form acceptable to the Agent, with either the Agent as contemplated by this Agreement, dominion or with another secured party that has entered into an intercreditor agreement with the Agent;
(vi) the Seller and control of the Collection Agent will not permit any Collection funds other than Collections to be deposited into a Lockbox Account, the Collection Concentration Account, the Principal Account or the right Yield Account; and
(vii) by November 30, 2003, the Seller shall cause (a) ACH payments currently deposited into Account #2000006161459 at Wachovia Bank, N.A. to take dominion be redirected and control deposited directly into Account #2014218771982 at Wachovia Bank, N.A and (b) each Lock-Box to be in the name (on the records of any Collection Account at a future time or upon the occurrence U.S. Postal Service) of a future eventparty that is acceptable to each Managing Agent and that has entered into a control agreement with respect to such Lock-Box with the Agent that is in form and substance acceptable to each Managing Agent.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Bon Ton Stores Inc)
Collection Accounts. With respect Cash proceeds of any of the Tranche A Receivables (including Defaulted Receivables) shall be paid into the applicable Tranche A Collection Account for further transfer to Collections the Payment Account for payment to the Tranche A Purchasers. The parties hereto acknowledge and agree that the balance from time to time in the Tranche A Collection Accounts shall not constitute payment of the Tranche A Obligations until applied as provided in accordance with the Collateral Account Agreement and the Collection Accounts:Receivables Purchase Agreement.
(i) Cash proceeds of any of the Seller has caused Tranche B Receivables (including Defaulted Receivables) shall be paid into the Originator applicable Tranche B Collection Account for further transfer to the Payment Account for payment to the Tranche B Purchasers. The parties hereto acknowledge and agree that the balance from time to time in the Tranche B Collection Accounts shall not constitute payment of the Tranche B Obligations until applied as provided in accordance with the Collateral Account Agreement and the Collection Agent to instruct all Obligors to pay all Collections directly to a Lock-Box; provided that Obligors may elect to make payments at a store location of the Originator;Receivables Purchase Agreement.
(ii) Cash proceeds of any of the Originator has agreed to cause each of its stores Tranche C Receivables (Aincluding Defaulted Receivables) to deposit all In-Store Collections with a local bank within one Business Day of its receipt thereof, and (B) on shall be paid into the same day as such deposit, to initiate a remittance applicable Tranche C Collection Account for further transfer to the Concentration Payment Account (through the automated clearinghouse system or by wire transfer) of all such In-Store Collections; the Originator has agreed to remit for payment to the "Sub-Servicer" under Tranche C Purchasers. The parties hereto acknowledge and agree that the Transfer Agreement, on the date of receipt of any such In-Store Collections balance from time to time in the Concentration Account, all Tranche C Collection Accounts shall not constitute payment of such Collections; the Seller agrees to cause such Sub-Servicer thereupon to remit the same to the Collection Agent (or shall disburse the same in the manner and to such Persons Tranche C Obligations until applied as the Collection Agent shall otherwise direct provided in accordance with the terms and provisions of this Agreement); Collateral Account Agreement and the Collection Agent, if it receives any of the same, shall apply such Collections in accordance with Article VI and the other terms and provisions of this Receivables Purchase Agreement; provided, however, that neither the Seller nor the Originator shall be in breach of its obligations under clause (A) above if an amount not to exceed 5% of the aggregate In-Store Collections during any month shall fail to be deposited within one Business Day of the receipt thereof so long as all such In-Store Collections are deposited within two Business Days of receipt;.
(iii) all Collections Cash proceeds of any of the Tranche D Receivables (including Defaulted Receivables) shall be paid into the applicable Tranche D Collection Account for further transfer to the Payment Account for payment to the Tranche D Purchasers. The parties hereto acknowledge and agree that the balance from time to time in the Lock-Boxes are deposited, on Tranche D Collection Accounts shall not constitute payment of the same Business Day received, directly into a Lock-Box Account and subsequently (within one Business Day after such deposit) transferred to the Concentration Account and the Seller shall thereupon make the same available to the Collection Agent for application Tranche D Obligations until applied as provided in accordance with Article VI the Collateral Account Agreement and the other terms and provisions of this Receivables Purchase Agreement;
(iv) all Lock-Boxes, Lock-Box Accounts and Concentration Accounts as of the date hereof, together with the account numbers thereof and the names and addresses of all banks maintaining the same, are listed on Exhibit III and, with respect to each Collection Account established after the date hereof, the Seller has provided notice thereof to the Agent and otherwise complied with all requirements set forth in Section 5.2(b) with respect thereto;
(v) a Collection Account Agreement in respect of each Collection Account, in the appropriate form, has been duly executed and delivered by the applicable Collection Bank, the Originator, the Seller and the Agent and such Collection Account Agreement remains in full force and effect. The Seller has not granted any Person, other than the Agent as contemplated by this Agreement, dominion and control of any Collection Account, or the right to take dominion and control of any Collection Account at a future time or upon the occurrence of a future event.
Appears in 1 contract
Samples: Revolving Trade Receivables Purchase Agreement (Sanmina-Sci Corp)
Collection Accounts. With respect Each deposit account (other than Excluded Deposit Accounts, unless otherwise requested by the First Lien Debt Agent) which receives any proceeds of Collateral shall be maintained by Credit Parties pursuant to Collections lockbox and blocked account arrangements acceptable to Administrative Agent (each such account, a “Collection Account” and collectively, the “Collection Accounts”) with BofA or such other banks as may be selected by Credit Parties and be acceptable to Administrative Agent (each bank maintaining a Collection Account, a “Collection Bank” and collectively, the “Collection Banks”). Subject to the terms of the Intercreditor Agreement, all such blocked account arrangements shall provide for the Administrative Agent’s and the First Lien Debt’s Agent’s “control” (within the meaning of the Uniform Commercial Code) of the relevant Collection Accounts:
(i) the Seller has caused the Originator , and if an Event of Default occurs and is continuing, dominion by Administrative Agent and the Collection First Lien Debt Agent over all cash or other assets deposited into such accounts. Subject to instruct all Obligors to pay all Collections directly to a Lock-Box; provided that Obligors may elect to make payments at a store location the terms of the Originator;
(ii) the Originator has agreed to cause each of its stores (A) to deposit all In-Store Collections with a local bank within one Business Day of its receipt thereof, and (B) on the same day as such deposit, to initiate a remittance to the Concentration Account (through the automated clearinghouse system or by wire transfer) of all such In-Store Collections; the Originator has agreed to remit to the "Sub-Servicer" under the Transfer Intercreditor Agreement, on upon the date occurrence of receipt an Event of any such In-Store Collections in the Concentration AccountDefault, all of such Collections; the Seller agrees to cause such Sub-Servicer thereupon to remit the same to the Collection Agent (or shall disburse the same in the manner and to such Persons as the Collection Administrative Agent shall otherwise direct in accordance be entitled to deliver notice to each Collection Bank instructing such Collection Bank to comply only with the terms and provisions instructions of this AgreementAdministrative Agent relating to each Collection Account maintained by such Collection Bank (each such notice, a “Dominion Notice”); and the Collection Agent, if it receives any of the same, shall apply such Collections in accordance with Article VI and the other terms and provisions of this Agreement; provided, however, that neither the Seller nor the Originator shall be in breach of its obligations under clause (A) above if an amount not . On or prior to exceed 5% of the aggregate In-Store Collections during any month shall fail to be deposited within one Business Day of the receipt thereof so long as all such In-Store Collections are deposited within two Business Days of receipt;
(iii) all Collections in the Lock-Boxes are deposited, on the same Business Day received, directly into a Lock-Box Account and subsequently (within one Business Day after such deposit) transferred to the Concentration Account and the Seller shall thereupon make the same available to the Collection Agent for application in accordance with Article VI and the other terms and provisions of this Agreement;
(iv) all Lock-Boxes, Lock-Box Accounts and Concentration Accounts as of the date hereof, together with Borrower shall deliver to Administrative Agent a control agreement for each Collection Account maintained as of the Closing Date to provide for control and springing dominion by Administrative Agent over all assets deposited therein as described above, each such control agreement to be in form and substance acceptable to Administrative Agent. Subject to the terms of the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, all funds deposited in any Collection Account shall immediately become the property of Administrative Agent, for the ratable benefit of Lenders, and Borrower shall obtain the agreement by each Collection Bank in favor of Administrative Agent to waive any recoupment, setoff rights, and any security interest in, or against, the funds so deposited. Administrative Agent assumes no responsibility for lockbox and blocked account numbers thereof arrangements, including, without limitation, any claim of accord and the names and addresses of all banks maintaining the same, are listed on Exhibit III and, satisfaction or release with respect to each Collection Account established after the date hereof, the Seller has provided notice thereof to the Agent and otherwise complied with all requirements set forth in Section 5.2(b) with respect thereto;
(v) a Collection Account Agreement in respect of each Collection Account, in the appropriate form, has been duly executed and delivered deposits accepted by the applicable Collection Bank, the Originator, the Seller and the Agent and such Collection Account Agreement remains in full force and effect. The Seller has not granted any Person, other than the Agent as contemplated by this Agreement, dominion and control of any Collection Account, or the right to take dominion and control of any Collection Account at a future time or upon the occurrence of a future eventbank thereunder.
Appears in 1 contract
Samples: Loan and Security Agreement (Nes Rentals Holdings Inc)
Collection Accounts. With respect to Collections and the Collection Accounts:
(i) The Lenders have established and shall maintain the Seller has caused Collection Accounts with the Originator Depositary. The Borrower and the Collection Conduit Lender agree that the Operating Agent shall, subject to instruct all Obligors to pay all Collections directly to a Lock-Box; provided that Obligors may elect to make payments at a store location the terms of this Loan Agreement, have exclusive dominion and control of the Originator;Conduit Lender's Collection Account and of all monies, instruments and other property from time to time on deposit therein. The Borrower and the Committed Lender agree that the Administrative Agent shall, subject to the terms of this Loan Agreement, have exclusive dominion and control of the Committed Lender's Collection Account and of all monies, instruments and other property from time to time on deposit therein. The Lenders and the Agents may deposit into the Collection Account from time to time all monies, instruments and other property received by any of them as proceeds of the Borrower Collateral.
(ii) If, for any reason, the Originator has agreed Depositary wishes to cause each resign as depositary of its stores the Collection Account or fails to carry out the instructions of the Operating Agent or the Administrative Agent, as applicable, then the Operating Agent or the Administrative Agent, as applicable, shall promptly notify the Lenders. None of the Lenders, the Operating Agent or the Administrative Agent shall close any Collection Account unless they shall have (A) established a new deposit account with the new Depositary, (B) the applicable Lender and the Administrative Agent or the Operating Agent have entered into an agreement covering such new account with such new Depositary satisfactory in all respects to deposit the Administrative Agent (in the case of the Committed Lender's Collection Account) or the Operating Agent (in the case of the Conduit Lender's Collection Account) (whereupon such new account shall become the Collection Account of the applicable Lender for all In-Store Collections with a local bank within one Business Day purposes of its receipt thereofthis Loan Agreement and the other Related Documents), and (BC) on the same day Lenders, the Administrative Agent and the Operating Agent have taken all such action as the Administrative Agent or the Operating Agent shall require to grant and perfect a first priority Lien in such deposit, to initiate a remittance new Collection Account to the Concentration Account (through Administrative Agent on behalf of the automated clearinghouse system or by wire transfer) of all such In-Store Collections; the Originator has agreed to remit Lenders and to the "Sub-Servicer" Collateral Agent on behalf of the Conduit Lender under the Transfer Collateral Agent Agreement, on the date of receipt of any such In-Store Collections in the Concentration Account, all of such Collections; the Seller agrees to cause such Sub-Servicer thereupon to remit the same to the Collection Agent (or shall disburse the same in the manner and to such Persons as the Collection Agent shall otherwise direct in accordance with the terms and provisions of this Agreement); and the Collection Agent, if it receives any of the same, shall apply such Collections in accordance with Article VI and the other terms and provisions of this Agreement; provided, however, that neither the Seller nor the Originator shall be in breach of its obligations under clause (A) above if an amount not to exceed 5% of the aggregate In-Store Collections during any month shall fail to be deposited within one Business Day of the receipt thereof so long as all such In-Store Collections are deposited within two Business Days of receipt;
(iii) all Collections in the Lock-Boxes are deposited, on the same Business Day received, directly into a Lock-Box Account and subsequently (within one Business Day after such deposit) transferred to the Concentration Account and the Seller shall thereupon make the same available to the Collection Agent for application in accordance with Article VI and the other terms and provisions of this Agreement;
(iv) all Lock-Boxes, Lock-Box Accounts and Concentration Accounts as of the date hereof, together with the account numbers thereof and the names and addresses of all banks maintaining the same, are listed on Exhibit III and, with respect to each Collection Account established after the date hereof, the Seller has provided notice thereof to the Agent and otherwise complied with all requirements set forth in Section 5.2(b) with respect thereto;
(v) a Collection Account Agreement in respect of each Collection Account, in the appropriate form, has been duly executed and delivered by the applicable Collection Bank, the Originator, the Seller and the Agent and such Collection Account Agreement remains in full force and effect. The Seller has not granted any Person, other than the Agent as contemplated by this Agreement, dominion and control of any Collection Account, or the right to take dominion and control of any Collection Account at a future time or upon the occurrence of a future event.
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