Collection of Accounts and Payments. Within ninety (90) days after the Closing Date (and from time to time thereafter concurrently with the Borrower's establishment of any new bank accounts), Borrower shall establish blocked accounts (collectively, "BLOCKED ACCOUNTS") in Borrower's name with all banks at which it maintains deposit accounts ("COLLECTING BANKS") (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) in which Borrower will immediately deposit all cash. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent will be the sole and exclusive property of Agent, for the benefit of Lenders, to be applied in accordance with the provisions of this Agreement. Borrower shall, pursuant to a blocked account agreement substantially in the form of Exhibit F attached hereto, irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits, at the request of Agent, to the Blocked Accounts into Agent's Account; provided, however, that Agent shall not direct the Collecting Banks to transfer payments from the Blocked Accounts to the Agent's Account unless and until: (a) one or more Revolving Advances is outstanding hereunder, and (b) the sum of (i) Borrower's cash on hand in immediately available funds, (ii) Borrower's Cash Equivalents, and (iii) Unused Availability is, at the time such direction is given, less than $15,000,000. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payments which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in subsection 10.4 be...
Collection of Accounts and Payments. Upon the request of the Agent from time to time the Borrower shall establish accounts (the "Blocked Accounts") in the Borrower's name with a financial institution or institutions reasonably acceptable to the Agent, to which the Borrower will immediately deposit all payments made with respect to Accounts or for Inventory or services provided by the Borrower in the identical form in which such payment was made, whether by cash or check. Each financial institution with which a Blocked Account is established shall acknowledge and agree, in a manner satisfactory to the Agent, that the amounts on deposit in such Blocked Account are the sole and exclusive property of the Agent, for the account of the Lenders, that such financial institution has no right to setoff (except for NSF or "stop payment" checks or other returned items) against the Blocked Account, and that such financial institution will wire, or otherwise transfer in immediately available funds in a manner satisfactory to the Agent, funds deposited in the Blocked Account on a daily basis as such funds are collected. The Borrower agrees that all payments received by the Agent, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, will be applied on account of the Liabilities upon final collection. The Borrower and any Affiliates, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with the Borrower shall, acting as trustee for the Agent, receive any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts, Inventory or other Collateral which come into the possession or under the control of the Borrower or any Affiliates, shareholders, directors, officers, employees, agents or those Persons acting for or in concert with the Borrower, and immediately upon receipt thereof shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or as set forth below. Upon the occurrence and during the continuation of a Default or an Event of Default, the Borrower shall upon the direction of the Agent direct all of the Borrower's Account Debtors to direct payments of Accounts to post office boxes maintained by a financial institution selected by the Agent (the "Collecting Banks") pursuant to an agreement satisfactory to the Agent. The Collecting Banks will agree that all payments made to such post office boxes shall be deposited to the Blocked Accounts in a manner satisfactory to the Agent...
Collection of Accounts and Payments. As promptly as practicable and, in any event, within 60 days following the Closing Date, Borrower shall close or convert its operating accounts into depository or disbursement accounts and establish lockboxes and blocked accounts (collectively, "Blocked Accounts") in its name with such banks ("Collecting Banks") as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors of Borrower shall directly remit all payments on Accounts of Borrower and in which Borrower will immediately deposit all payments made for Inventory or other payments constituting proceeds of Borrower Collateral in the identical form in which such payment was made, whether by cash or cheque The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for its benefit and for the benefit of Lenders, and US Facility Agent, for its benefit and for the benefit of US Lenders, and that the Collecting Banks SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT have no right to setoff against the Blocked Accounts and that all such payments received will be promptly transferred to Agent's Account. Borrower hereby agrees that all payments made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of itself and Lenders, and US Facility Agent, for its benefit and for the benefit of US Lenders. Borrower shall irrevocably instruct each Collecting Bank to promptly transfer all payments or deposits to the Blocked Accounts into Agent's Account. If Borrower, or any if its Affiliates, employees, agents or other Person acting for or in concert with Borrower, shall receive any money, cheques, notes, drafts or any other payments relating to and/or proceeds of Accounts of Borrower or other Borrower Collateral, Borrower shall cause such Person to hold such instrument or funds in trust for Agent, and, immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at its address set forth in SUBSECTION 10.3 below. Borrower may amend any one or more of the Schedules referred in this SECTION 4 (subject to prior notice to Agent, as applicable) and any representation, warranty, or covenant contained herein which re...
Collection of Accounts and Payments. All payments made to the Remittance Accounts, the Lock Box Accounts or otherwise received by Bank whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Bank and may be applied by Bank on account of the Liabilities as follows: (a) for collection of checks and other instruments (including automatic clearing house electronic funds transfers and depository transfer checks) received by Bank at its offices in Chicago, Illinois, Bank will credit (conditional upon final collection) all such payments to the Revolving Loans on or before the second Business Day after such checks and other instruments are received by Bank when such funds become available “collected funds” in accordance with Bank’s customary practices, and (b) all cash payments received by Bank at its offices in Chicago, Illinois, including payments made by wire transfer of immediately available funds received by Bank in time for posting to the account of Bank on the date received, will be credited to the Revolving Loans on the same Business Day such payments are received by Bank; provided, however, at any time that the outstanding principal amount of the Revolving Loans is zero: (i) if no Default has occurred and is continuing, any proceeds of collections of Accounts received in the Remittance Account shall be paid as requested by Borrowers to Borrowers’ principal operating deposit account with Bank, or (ii) if a Default has occurred and is continuing, any proceeds of collections of Accounts received in the Remittance Account shall be applied to the Liabilities in such order as Bank shall determine in its sole discretion. Obligors shall, acting as trustee for Bank, receive, as the sole and exclusive property of Bank, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of any Obligor’s Accounts or the other Collateral which come into the possession or under the control of Obligors, Obligors shall remit the same or cause the same to be remitted, in kind, to Bank, at Bank’s address set forth
Collection of Accounts and Payments. On or prior to the Closing Date (subject to Paragraph M of the Conditions Rider), Obligors shall have established lockboxes and blocked accounts (collectively, “Blocked Accounts”) in Obligors’ names with such banks (“Collecting Banks”) as are acceptable to Agent (subject to irrevocable instructions acceptable to Agent as hereinafter set forth) to which all account debtors shall directly remit all payments on Accounts of Obligors and in which Obligors will immediately deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that the Collecting Banks have no right to setoff against the Blocked Accounts at any time. The Collecting Banks shall further acknowledge and agree, in a manner satisfactory to Agent, that during the Activation Period: (i) all payments made to the Blocked Accounts are the sole and exclusive property of Agent and Canadian Facility Agent, for their benefit and for the benefit of Lenders and Canadian Facility Lenders, and (ii) all such payments received will be promptly transferred to Agent’s Account. Obligors hereby agree that (i) Agent and Canadian Facility Agent, for their benefit and for the benefit of Lenders and Canadian Facility Lenders, have been granted a Lien on such Blocked Accounts and all funds on deposit therein as additional collateral security for the Obligations and the indebtedness and obligations under the Canadian Facility Credit Agreement and, upon execution of blocked account agreements with such Collecting Banks, “control” will have been established with respect to such Blocked Accounts as defined in Section 9-104 of the UCC and (ii) during the Activation Period, all payments made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent and Canadian Facility Agent, for their benefit and for the benefit of Lenders and Canadian Facility Lenders. Obligors shall irrevocably instruct each Collecting Bank to promptly transfer, during the Activation Period, all payments or deposits to the Blocked Accounts into Agent’s Account. If any Obligor, or any if its Affiliates, employees, agents or other Person acting for or in concert with any Obligor, shall during the Activation Period receive any monies, checks...
Collection of Accounts and Payments. The Borrowers shall establish ----------------------------------- such blocked accounts or lockbox accounts as Lender may require, into which the Borrowers will immediately deposit all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. The banks with which such accounts are maintained (collectively, the "Depository Banks") shall acknowledge and agree, in a manner satisfactory to Lender, that all payments made to such accounts are the sole and exclusive property of Lender, that the Depository Banks have no right of setoff against the funds in such accounts and that the Depository Banks will wire, or otherwise transfer immediately available funds in a manner satisfactory to Lender, funds deposited in such accounts to Lender on a daily basis as soon as such funds are collected. The Borrowers hereby agree that all payments made to such accounts or otherwise received by Lender, whether on the Accounts or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of Lender and will be applied on account of the Liabilities. After allowing one (1) business day for collection after such funds are received by Lender, Lender will credit (conditional upon final collection) all payments received through such accounts to the Loan Account. The Borrowers and any Affiliates, shareholders, directors, officers, employees, agents of the Borrowers and all Persons acting for or in concert with the Borrowers who receive any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts or other Collateral which come into their possession or under their control shall, acting as trustee for Lender, hold such property as the sole and exclusive property of Lender and immediately upon receipt thereof, shall remit the same or cause the same to be remitted, in kind, to Lender. The Borrowers agree to pay to Lender any and all fees, costs and expenses (if any) which Lender incurs in connection with opening and maintaining the accounts and depositing for collection by Lender any check or item of payment received or delivered to any Depository Bank or Lender on account of the Liabilities and the Borrowers further agree to reimburse Lender for any claims asserted by any Depository Bank in connection with any account or any returned or uncollected checks received by any Depository Bank for deposit in the accounts.
Collection of Accounts and Payments. (a) A blocked account (the “Commercial Blocked Account”) shall have been established in the Borrower’s name with Administrative Agent, pursuant to which Administrative Agent shall have control over the Commercial Blocked Account in accordance herewith and with the Blocked Account Agreement, pursuant to which the Borrower shall direct all Account Debtors (other than Account Debtors obligated on Government Accounts) -45-
Collection of Accounts and Payments. 60 5.7 Endorsement. . . . . . . . . . . . . . . . . . . . . . . . . . 61 5.8 Corporate Existence . . . . . . . . . . . . . . . . . . . . . 61 5.9
Collection of Accounts and Payments. Borrower shall establish blocked accounts (collectively, "Blocked Accounts") in Borrower's name with such banks ("Collecting Banks") as are reasonably acceptable to Agent into which Borrower will promptly deposit all payments made for Inventory or other payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. The Collecting Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all payments made to the Blocked Accounts are the sole and exclusive property of Agent, for the benefit of Lenders, and that the Collecting Banks have no right of setoff against the Blocked Accounts. Borrower hereby agrees that all payments received by Agent, whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by Agent and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of Agent, for the benefit of Lenders. Borrower, and any of its Affiliates, employees, agents or other Persons acting for or in concert with Borrower, shall, acting as trustee for Agent, receive, as the sole and exclusive property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of Borrower or any of Borrower's Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall remit the same or cause the
Collection of Accounts and Payments. 22 4.4 Application of Payments and Collections...................23 4.5 Statements................................................23
