Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender. (b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. (c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 4 contracts
Samples: Loan and Security Agreement (Cti Industries Corp), Loan and Security Agreement (Lamaur Corp), Loan and Security Agreement (Plainwell Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors and secondary obligors and other obligors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established Borrower shall enter into an agreementdeliver, in form and substance satisfactory or cause to be delivered to Lender, providing that all items received a Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.3 hereof or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds at any time and from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into Collateral Agent may become Lender's customer with respect to the Blocked Accounts to and promptly upon Lender's request, Borrower shall execute and deliver such bank account of Lender agreements or documents as Lender may from time to time designate for such purpose ("Payment Account")require in connection therewith. Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Collateral Agent or Lender, whether on in respect of the Accounts or Receivables, as proceeds of Inventory or other Collateral or otherwise otherwise, shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of LenderLender to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents employees, agents, Subsidiaries and other Affiliates shall, acting as trustee for LenderCollateral Agent, receive, as the property of LenderCollateral Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Receivables or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to LenderCollateral Agent. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Collateral Agent and Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments by Collateral Agent or Lender to or indemnification of such bank or personperson in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligation of Borrower to reimburse Collateral Agent and Lender for such amounts pursuant to this Section 6.3 5.3 shall survive the termination or non-renewal of this Agreement.
Appears in 3 contracts
Samples: Loan Agreement (RBX Industries Inc), Loan Agreement (RBX Corp), Loan Agreement (RBX Corp)
Collection of Accounts. (a) Borrower LSAP shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower Borrowers shall promptly deposit and direct its their account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Each Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their its possession or under their its control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked AccountsAccounts of such Borrower, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with such Borrower's own funds. Each Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of each Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (LSB Industries Inc), Loan and Security Agreement (LSB Industries Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender Agent may specify, with such banks as are acceptable to Lender Agent into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to LenderAgent, providing that all items received or deposited in the Blocked Accounts are the property of Agent and Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, at such time as Agent shall direct, all funds received or deposited into the Blocked Accounts to such bank account of Lender Agent as Lender Agent may from time to time designate for such purpose ("Payment Account").
(b) Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of Borrower as Borrower may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent may instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Payment Account at any time that either: (i) an Event of Default, or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred, or (ii) Borrower shall have failed to deliver any Borrowing Base Certificate in accordance with the terms hereof, or (iii) upon Agent's good faith belief, any information contained in any Borrowing Base Certificate is incomplete, inaccurate or misleading, or (iv) Excess Availability shall be less than ten (10%) percent of the Maximum Credit. In the event Agent shall instruct the depository banks at which the Blocked Accounts are maintained to so transfer funds to the Payment Account, Borrower shall pay Agent a collection charge equal to fifty (50%) percent of the amount of interest which would be payable by Borrower if for purposes of calculating interest funds received in payment of the Obligations were applied to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Agent in the Payment Account.
(c) Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by LenderAgent, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Agent and Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all any of its affiliates, subsidiaries, shareholders, directors, employees or agents Affiliates shall, acting as trustee for LenderAgent, receive, as the sole and exclusive property of LenderAgent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their the possession or under their the control and of Borrower or any of its Affiliates immediately upon receipt thereof, Borrower shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own fundsAgent. Borrower agrees to reimburse Agent and Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts maintained arising out of Agent's or Lender's payments to or indemnification of such bank against damages incurred by such bank in the operation of the Blocked Accounts or personotherwise related thereto. The obligation This agreement of Borrower to reimburse Agent and Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-non- renewal of the Accounts Agreement or this Agreement.
Appears in 2 contracts
Samples: Loan Agreement (Pny Technologies Inc), Loan Agreement (Pny Technologies Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, and Lender may establish and maintain bank accounts of Lender ("Payment Accounts") in each case with such banks as are acceptable to Lender into which Borrower shall shall, in accordance with Lender's instructions, promptly deposit and direct its account debtors that remit payments by electronic funds transfers to directly remit remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check cheque or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, against the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the Payment Accounts or such other bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account")purpose. Borrower agrees that all payments made to such Blocked Accounts or Payment Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. If Lender receives funds in a Payment Account at any time at which no Obligations are outstanding or in excess of such outstanding Obligations, Lender shall transfer such funds to Borrower at such account as Borrower may direct, provided that Borrower shall, at Lender's request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to Lender a cash collateral agreement in form and substance satisfactory to Lender providing to Lender a first priority security interest over such account.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checkscheques, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account or Payment Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts or the Payment Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 2 contracts
Samples: Loan Agreement (G G S Plastic Engineering Inc), Loan Agreement (G G S Plastic Engineering Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are reasonably acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance reasonably satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees employees, agents, Subsidiaries or agents other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (Anvil Knitwear Inc), Loan and Security Agreement (Anvil Holdings Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided Account. For purposes of calculating the amount of the Revolving Loans available to Borrower such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (Champion Parts Inc), Loan and Security Agreement (Seven Seas Steamship Co Nv)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The Borrower shall deliver, or cause to be delivered to Lender, a Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Lender may become bank's customer with respect to the Blocked Accounts and promptly upon Lender's request, Borrower shall execute and deliver such agreements or documents as Lender may require in connection therewith. Lender shall instruct the depository banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory maintained to Lender, providing that all items received or deposited transfer the funds on deposit in the Blocked Accounts are the property to such operating bank account of Lender, that Borrower as Borrower may specify in writing to Lender until such time as Lender shall notify the depository bank has no lien upon, or right to setoff against, otherwise. Lender will only instruct the depository banks at which the Blocked Accounts, the items received for deposit therein, or the funds from time Accounts are maintained to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, transfer all funds received or deposited into the Blocked Accounts to such bank account the Lender Payment Account upon the earlier to occur of: (i) a Default or an Event of Default shall exist or have occurred, or (ii) the making by Lender as Lender may from time to time designate for such purpose ("Payment Account")of the initial Revolving Loan hereunder. Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on in respect of the Accounts or Accounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of LenderLender to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Revolving Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Lender Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Lender Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees employees, agents, or agents Subsidiaries shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement. Borrower's and its shareholders', directors', employees', agents', Subsidiaries' and other Affiliates' agreement to act as a trustee for Lender pursuant to this Section 6.3(c) shall not be deemed to create a fiduciary relationship between them.
Appears in 2 contracts
Samples: Loan and Security Agreement (Congoleum Corp), Loan and Security Agreement (American Biltrite Inc)
Collection of Accounts. (a) Borrower The Borrowers shall establish and maintain, at its their joint and several expense, blocked accounts or lockboxes and related such blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as Borrower selects and are reasonably acceptable to Lender Lender, into which each Borrower shall promptly deposit and direct its account debtors or cause to directly remit be deposited all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner; provided, however, that with respect to the proceeds of Accounts and other Collateral received on a particular day, if, at all times during the immediately preceding 30 days (i) all accrued interest or fees that have become due and payable to Lender during such period have been paid when due, (ii) no Event of Default has occurred and (iii) there has been Excess Availability on an average daily basis (after giving effect to all outstanding Letter of Credit Accommodations) of at least $5,000,000, then Borrowers shall not be required to deposit or transfer the proceeds of Accounts and other Collateral received on such day to the Blocked Accounts or a Payment Account. All such proceeds that are not deposited or transferred to a Blocked Account shall be deposited to bank accounts of the applicable Borrower which have been identified to Lender in writing, and such proceeds shall be used only for Borrowers' working capital or other proper corporate purposes not otherwise prohibited by the terms hereof. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments Payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following on the date Business Day of receipt of immediately available funds by Lender in the Payment Account provided Account, if such payments or other funds and notice thereof are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Each Borrower and all of its affiliates, subsidiariesSubsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, except as otherwise expressly provided in Section 6.3(a), shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In Except when Borrowers are not required to deposit or transfer such payments and proceeds to the Blocked Accounts as expressly provided in Section 6.3(a), in no event shall the same be commingled with any Borrower's own funds. Each Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of each Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 2 contracts
Samples: Loan and Security Agreement (Atlantic Express Transportation Corp), Loan and Security Agreement (Atlantic Express Transportation Corp)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender. Notwithstanding the foregoing, unless and until (i) Excess Availability at any time hereafter shall fall below $5,000,000 (provided, however, that in determining Excess Availability for this purpose only, clause (a)(ii) of the definition of Excess Availability shall not apply), or (ii) an Event of Default or condition or event which, with notice or passage of time or both, would constitute an Event of Default, then exists or has occurred and is continuing, or (iii) Borrower shall have failed to deliver timely a Borrowing Base Certificate in accordance with the provisions hereof, or (iv) Lender believes in good faith that any information contained in any Borrowing Base Certificate is incomplete, inaccurate or misleading in any material respect (each of the foregoing under clauses (i), (ii), (iii) or (iv), a "Direct Remittance Event"), Lender shall direct the depository bank or banks maintaining such Blocked Accounts to transfer any deposits or other amounts transferred to the Blocked Accounts to an operating account of Borrower as directed by Borrower. After the occurrence of a Direct Remittance Event, Lender may notify the depository bank or banks maintaining such Blocked Accounts to remit the funds received into the Blocked Accounts to the Payment Account of Lender pursuant to the instructions set forth in the Blocked Account Agreement(s) among Lender, Borrower and the banks at which the Blocked Accounts are established. Following a Direct Remittance Event, no elimination of the Direct Remittance Event or other change in circumstance shall require Lender to direct that amounts in the Blocked Accounts be transferred to an operating account of Borrower in lieu of the Payment Account.
(b) For purposes of calculating the amount of the Revolving Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided Account, if such payments and notice thereof are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan Revolving Loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligationshereunder, such all payments or other funds received by Lender will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account. With respect to all amounts deposited or transferred to the Blocked Accounts that are not remitted to the Payment Account provided such payments or other funds and notice thereof are received (which shall only be in accordance with Lender's usual Section 6.3(a) hereof), Borrower shall pay Lender a collection fee, on the first day of each month, in an amount equal to interest at the rate payable in respect of Revolving Loans hereunder, calculated upon the amounts deposited in or transferred to the Blocked Accounts during the immediately preceding month. Such collection fee calculated at such rate shall accrue for the period commencing on the business day such amounts are deposited or transferred to the Blocked Accounts through the first business day following the business day on which such funds so deposited or transferred first become immediately available funds. Borrower shall provide Lender with a weekly report of the daily amounts deposited to and customary practices as transferred to the Blocked Accounts, the daily amounts which have become immediately available funds in effect from time to time and within sufficient time to credit Borrower's loan account on such daythe Blocked Accounts, and if not, then on such other information as Lender requests to permit the next business daycalculation of the collection fee payable under this Section.
(c) In addition to the Direct Remittance Events referred to in Section 6.3(a) hereof, Lender shall be entitled to declare a Direct Remittance Event and exercise the rights set forth in Section 6.3 hereof following a Direct Remittance Event, based on Lender's determination, on a quarterly basis, whether or not to continue, in Lender's discretion, the provisions of Section 6.3(a) otherwise permitting the funds deposited or transferred to the Blocked Accounts to be transferred to an operating account of Borrower.
(d) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "the “Blocked Accounts"”), as Lender Agent may specify, and Agent may establish and maintain bank accounts of Agent (“Payment Accounts”) in each case with such banks as are acceptable to Lender Agent into which Borrower shall shall, in accordance with Agent’s instructions, promptly deposit and direct its account debtors that remit payments by electronic funds transfers to directly remit remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral Collateral, with the exception of payments received in connection with Excluded Accounts, in the identical form in which such payments are made, whether by cash, check cheque or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to LenderAgent, providing that all items received or deposited in the Blocked Accounts are subject to the property first priority Lien of LenderAgent, that the depository bank has no lien Lien upon, or right to setoff against, set-off against the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that upon receipt of Agent’s notice that a Cash Dominion Event has occurred and is continuing, the depository bank will will, without further inquiry, wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the Payment Accounts or such other bank account of Lender Agent as Lender Agent may from time to time designate for such purpose ("Payment Account")purpose. Borrower agrees that all payments made to such Blocked Accounts shall be subject to the first priority security interest of Agent for the benefit of Secured Parties and that all payments made, in accordance with this Section, to such Payment Accounts or other funds received and collected by LenderAgent, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of LenderAgent on behalf of Secured Parties to the extent of any outstanding Obligations.
(b) For Such payments made to the Payment Account (conditional upon final collection which may be subject to fees, expenses and charges resulting from things such as the dishonour of cheques), will be applied, for all purposes, including for purposes of calculating the amount of the Revolving Loans available to BorrowerBorrower and of calculating interest on the Obligations, such payments will be applied (conditional upon final collection) to the Obligations on the business day same Business Day of receipt by Lender Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes If Agent receives funds in a Payment Account at any time at which no Obligations are outstanding or in excess of calculating interest on the then outstanding Obligations, Agent shall hold such payments or other funds received will be applied in trust for Borrower and shall, by no later than the Business Day following receipt by Agent of: (conditional upon final collectioni) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account Account, provided such payments or other funds and notice thereof are received in accordance with Lender's Agent’s usual and customary practices as in effect from time to time time; and within sufficient time (ii) a direction from Borrower to credit Borrower's loan account advance such funds, advance such excess funds to the Blocked Account. Agent shall no later than the Business Day following the day on such daywhich there ceases to be a Cash Dominion Event, and if not, then on deliver to the next business daybank at which the Blocked Account is maintained an executed “Unblocked Notice” in the form attached to the Blocked Account Agreement.
(c) Borrower and all of its affiliates, subsidiariesSubsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, shall receive, as subject to the property first priority security interest of LenderAgent, for the benefit of Secured Parties, any monies, checkscheques, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral Collateral, with the exception of Excluded Accounts, which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own fundsAgent. Borrower agrees to reimburse Lender Agent on demand for any amounts owed or paid by Agent to any bank at which a Blocked Account or Payment Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts or the Payment Accounts arising out of Lender's Agent’s required payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Imax Corp)
Collection of Accounts. (a) Each Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which such Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations then due and payable on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account account(s) on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account account(s) on such day, day and if not, then on the next business day.
(c) Each Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with any Borrower's own funds. Each Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of each Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower Borrowers shall promptly deposit and direct its their account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided Account. For purposes of calculating the amount of the Revolving Loans available to Borrowers such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business day.
(c) Borrower Borrowers and all of its their affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Accounts, Equipment, or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's Borrowers' own funds. Borrower agrees Borrowers agree to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors Account Debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are subject to the property security interest and lien of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). The Blocked Accounts may be changed or supplemented in accordance with Section 9.16 hereof. Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts Receivables or as proceeds of Inventory or other Collateral or otherwise shall be subject to the property security interest and lien of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to LenderAccount. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.For
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are reasonably acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available payments or other funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately promptly upon receipt thereof, shall (or, if Borrower has Knowledge that any of the foregoing has come into the possession or under the control of any of Borrower's affiliates, shareholders or directors, Borrower shall use its best efforts to cause such Person to) deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand promptly after request for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person Person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or personPerson. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Sport Supply Group Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance reasonably satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day days following the date of receipt of immediately available funds by Lender in the Payment Account provided Account. For purposes of calculating the amount of the Revolving Loans available to Borrower such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this AgreementAgreement for a period of three hundred and sixty-seven (367) days following the date of such termination or non-renewal.
Appears in 1 contract
Samples: Loan and Security Agreement (Storage Dimensions Inc)
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, and Lender may establish and maintain bank accounts of Lender ("Payment Accounts") in each case with such banks as are acceptable to Lender into which Borrower shall Borrowers shall, in accordance with Lender's instructions, promptly deposit and direct its account debtors that remit payments by electronic funds transfers to directly remit remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check cheque or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no charge or lien upon, or right to setoff against, against the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the Payment Accounts or such other bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account")purpose. Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or Payment Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the applicable Payment Account provided Account. For purposes of calculating the amount of the Revolving Loans available to Borrowers such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender in the applicable Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business day.
(c) Each Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checkscheques, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's Borrowers' own funds. Each Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account or Payment Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts or the Payment Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of each Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Each Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes lockbox and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are reasonably acceptable to Lender into which such Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of its Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance reasonably satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of LenderLender on and after the date that Lender is entitled to notify such banks to remit funds in the Blocked Accounts to the Payment Account, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that on and after the date of written notice from Lender, the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) Lender shall instruct the depository banks at which the Blocked Accounts of each Borrower are maintained to transfer the funds on deposit in such Blocked Accounts to such operating bank account of such Borrower as the applicable Borrower may specify in writing to Lender until such time as Lender shall notify the depository bank otherwise. Lender may instruct the depository banks at which the Blocked Accounts of any Borrower are maintained to transfer all funds received or deposited into such Blocked Accounts to the Payment Account at any time that either: (i) an Event of Default shall exist or have occurred and be continuing, (ii) Borrowers shall have failed to deliver any Borrowing Base Certificate in accordance with the terms hereof, (iii) upon Lender's good faith belief that any information contained in any Borrowing Base Certificate is incomplete, inaccurate or misleading, or (iv) the aggregate amount of the Excess Availability of all Borrowers shall be less than US$5,000,000.
(c) For the purposes of calculating interest on the Obligations, all payments or other funds received for application to the Obligations will be applied (conditional upon final collection) to the Obligations of the applicable Borrower one (1) Business Day following the date of receipt of immediately available funds by Lender in the Payment Account (the "Collection Period") provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next Business Day. In addition to any other fees or charges provided for herein, at such time or times as funds received in the Blocked Accounts of any Borrower are not sent to the Payment Account, Lender shall be entitled to charge such Borrower an administrative fee equivalent to the interest Lender would have received for the Collection Period had the proceeds of Receivables and other Collateral from the Blocked Accounts been sent to the Payment Account. For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations of the applicable Borrower on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(cd) Each Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents employees, agents, Subsidiaries and other Affiliates shall, acting as trustee for Lender, receive, as the property of LenderLenders on and after the date that Lender notifies any bank at which a Blocked Account is maintained to remit funds in such Blocked Account to the Payment Account, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Receivables or other Collateral which come into their possession or under their control and and, immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or on and after the date that Lender notifies any bank at which a Blocked Account is maintained to remit funds in such Blocked Account to the Payment Account, remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with a Borrower's own funds. In the event that the Debenture in respect of any bank at which a Blocked Account in the United Kingdom is maintained by UK Borrower is not, at any time, effective or is not in full force and effect, Borrowers will (unless otherwise directed by Lender and without prejudice to Lender's rights and remedies hereunder or under the other Financing Agreements), for so long as the Debenture by UK Borrower in favor of Lender is ineffective or not in full force and effect and ending on the date when all Obligations have been repaid or discharged in full and this Agreement terminated, collect as agent and trustee for Lender all Receivables which would otherwise have been payable into the Blocked Account and immediately pay (or procure the payment of) all amounts due in respect of those Receivables into the Payment Account. Borrowers will not be entitled to close or vary the operation of the Blocked Accounts without the prior written consent of Lender or to withdraw funds from the Blocked Accounts other than strictly in accordance with this Agreement and the other the Financing Agreements. Borrowers will take such steps as are necessary to ensure that the Blocked Accounts are at all times operated by the relevant bank at which such Blocked Accounts are maintained so as to give effect to the arrangements set out in this Agreement and the other Financing Agreements and will at all times procure that the Blocked Accounts of UK Borrower in the United Kingdom are subject to the Debenture by UK Borrower, in each case in favor of Lender. Each Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established for it or any other bank or person involved in the transfer of funds to or from the its Blocked Accounts arising out of Lender's payments to or indemnification of such bank or personperson in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligation of Borrower Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Safety Components International Inc)
Collection of Accounts. (a) Borrower Each Loan Party shall establish and continue to maintain, at its expense, blocked accounts or lockboxes deposit account arrangements and related blocked accounts (in either casemerchant payment arrangements with Lender, "Blocked Accounts"), as Lender may specify, with and such other banks as are acceptable to Lender into which any Loan Party may determine in its business judgment.
(b) Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds from sales of Inventory or other Collateral in the identical form in which such payments are madeevery form, whether by including, without limitation, cash, check checks, credit card sales drafts, credit card sales or charge slips or receipts and other manner. The banks at which the Blocked Accounts are established shall enter into an agreementforms of daily store receipts, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property from each retail store location of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time Borrower on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited each Business Day into the Blocked Accounts to such bank store account of Lender as Lender may from time to time designate Borrower used solely for such purpose ("each, a “Store Account”), or otherwise into the Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(bc) Following the occurrence and during the continuation of any Event of Default, each Loan party shall direct that all amounts located in any Store Account be wired by daily electronic funds transfer to the Payment Account.
(d) For purposes of calculating the amount of the Revolving Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following on the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Lender.
(ce) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower Each Loan Party agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Non-Xxxxx Fargo Account is established Bank or any other bank bank, financial institution or other person involved in the transfer of funds to or from the Blocked Accounts a Non-Xxxxx Fargo Account arising out of Lender's ’s payments to or indemnification of such bank bank, financial institution or other person. The obligation obligations of Borrower each Loan Party to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a1) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, and Lender may establish and maintain bank accounts of Lender ("Payment Accounts") in each case with such banks as are acceptable to Lender into which Borrower shall shall, in accordance with Lender's instructions, promptly deposit and direct its account debtors that remit payments by electronic funds transfers to directly remit remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check cheque or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are held for the property exclusive benefit of LenderLender as collateral security for the Obligations, that the depository bank has no lien upon, or right to of setoff against, against the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the Payment Accounts or such other bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account")purpose. Borrower agrees that all payments made to amounts deposited in such Blocked Accounts or Payment Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b2) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. If Lender receives funds in a Payment Account at any time at which no Obligations are outstanding or in excess of such outstanding Obligations, Lender shall transfer such funds to Borrower at such account as Borrower may direct, provided that Borrower shall, at Lender's request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to Lender a cash collateral agreement in form and substance satisfactory to Lender providing to Lender a first priority security interest over such account.
(c3) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checkscheques, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account or Payment Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts or the Payment Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided Account, or two (2) Business Days following the date of receipt of funds that are not immediately available to Lender in the Payment Account, as applicable. For purposes of calculating the amount of the Revolving Loans available to Borrower such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. In the event that there are no outstanding monetary Obligations at the time such payments or other funds are received, Borrower shall pay a Lender a charge (the "Float Charge") in an amount equal to interest at the Prime Rate on the amount of such payment or other funds, for one (1) Business Day following the date of receipt of immediately available funds by Lender in the Payment Account, or two (2) Business Days following the date of receipt of funds that are not immediately available to Lender in the Payment Account, as applicable.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person, unless such payment or indemnification obligation of Lender was a result of Lender's gross negligence or wilful misconduct. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Consolidated Capital of North America Inc)
Collection of Accounts. (a) On or after the occurrence of an Event of Default, at Lender's request, Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collectioncollec tion) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, each in the form and substance satisfactory to Lenderattached hereto as Exhibit G (each, a "Blocked Account Agreement"), providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.in
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided Loan Account. If no Obligations are outstanding, Lender shall remit such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayOperating Account.
(c) Borrower and all of its affiliatesAffiliates, subsidiariesSubsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person Person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or personPerson. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 6.2 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may reasonably specify, with such banks as are reasonably acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance reasonably satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on in respect of the Accounts or Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of LenderLender to the extent of the then-outstanding Obligations.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account Account, provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account Account, provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower and all of its affiliates, subsidiaries, shareholdersstockholders, directors, employees employees, agents, Subsidiaries or agents other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower Borrowers have established, and shall continue to establish and maintain, at its their expense, such blocked accounts or lockboxes lockbox and related blocked accounts (in either case, "Blocked Accounts"), as Lender Collateral Agent may specify, with such banks as are acceptable to Lender Agents, into which Borrower Borrowers shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established have entered into, or shall enter into an agreementagreements, in form and substance satisfactory to LenderCollateral Agent, providing that all items received or deposited in the Blocked Accounts are the property Property of LenderCollateral Agent, that the depository bank has no lien Lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender Collateral Agent as Lender Collateral Agent may from time to time designate for such purpose ("Payment Account"). Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by LenderCollateral Agent, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property Property of LenderCollateral Agent held for the benefit of Agents and Lenders.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with LenderCollateral Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with LenderCollateral Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account Borrowers' Revolving Loan Account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower Borrowers and all of its affiliatestheir Affiliates, subsidiariesSubsidiaries, shareholders, directors, employees or agents shall, acting as trustee for LenderCollateral Agent, receive, as the property Property of LenderAgents and Lenders, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to LenderCollateral Agent. In no event shall the same be commingled with Borrower's Borrowers' own funds. Borrower agrees Borrowers agree to reimburse Lender on demand Collateral Agent ON DEMAND for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person Person involved in the transfer of funds to or from the Blocked Accounts arising out of LenderCollateral Agent's payments to or indemnification of such bank or person. The obligation of Borrower Borrowers to reimburse Lender Collateral Agent for such amounts pursuant to this Section 6.3 SECTION 6.5 shall survive the termination or non-renewal of this Agreementthe DIP Facility.
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Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are reasonably acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral (other than proceeds from the sale of consigned goods held by Borrower that are due to the consignor of such goods pursuant to a written consignment agreement (a copy of which has been furnished to Lender) and with respect to which such consignor has filed appropriate financing statements) in the identical form in which such payments are made, whether by cash, check or other mannermanner ("COLLECTIONS"). The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance reasonably satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of pledged to Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that that, subject to Section 6.3(d), the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"); PROVIDED Lender agrees that during such period as there is no unpaid balance owing under the Revolving Loans, Lender will provide written notice to such depository banks that, until further written notice from Lender, they will not be required to transfer such funds to the Payment Account on a daily basis. Borrower agrees that that, subject to Section 6.3(d), all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of pledged to Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day day(s) following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral (other than proceeds from the sale of consigned goods held by Borrower that are due to the consignor of such goods pursuant to a written consignment agreement (a copy of which has been furnished to Lender) and with respect to which such consignor has filed appropriate financing statements) which come into their possession or under their control and and, subject to Section 6.3(d), immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
(d) Notwithstanding anything contained herein to the contrary, in the event that (i) the Excess Availability/Cash Amount exceeds $30,000,000 for the period of thirty (30) consecutive days most recently ended and (ii) no Event of Default has occurred which remains uncured, all payments to, and amounts deposited in the Blocked Accounts shall be property of Borrower and then Borrower may, by providing written notice to Lender, cause Lender to notify the depository institution(s) for the Blocked Account(s) to remit the Collections to Borrower, rather than Lender, on a daily basis; PROVIDED, that if at anytime after such election (x) the Excess Availability/Cash Amount ceases to exceed $30,000,000 or (y) an Event of Default occurs then Lender may, at its option without notice to Borrower, cause such depository institution(s) to remit the Collections to Lender, rather than Borrower, on a daily basis in accordance with this Section 6.3. With respect to any period in which Borrower receives the Collections pursuant to this Section 6.3
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Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender Agent may specify, with such banks as are acceptable to Lender Agent into which Borrower shall promptly deposit and direct its account Account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to LenderAgent, providing that all items received or deposited in the Blocked Accounts are the property of LenderAgent, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender Agent as Lender Agent may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by LenderAgent, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of LenderAgent for so long as any of the Obligations remain outstanding and shall be held or applied in accordance with the terms of this Agreement.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with LenderAgent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with LenderAgent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for LenderAgent, receive, as the property of LenderAgent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to LenderAgent. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Agent and Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of LenderAgent's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Agent and Lender for such amounts pursuant to the prior sentence of this Section 6.3 shall survive the termination or non-renewal of this Agreement.
(d) At Agent's request, Borrower shall cause that portion of the proceeds of Collateral representing sales and/or use taxes payable in connection with sales or otherwise, to be deposited into a separate bank account or accounts established for such purpose. In no event shall the same be commingled with Borrower's own funds. Borrower shall provide Agent on a monthly basis with evidence of collection and remittance of sales and/or use taxes.
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Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "“Blocked Accounts"”), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account Account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("“Payment Account"”). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of LenderLender for so long as any of the Obligations remain outstanding and shall be held or applied in accordance with the terms of this Agreement.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents Lenders shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's ’s own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's ’s payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to the prior sentence of this Section 6.3 shall survive the termination or non-renewal of this Agreement.
(d) At Lender’s request, Borrower shall cause that portion of the proceeds of Collateral representing sales and/or use taxes payable in connection with sales or otherwise, to be deposited into a separate bank account or accounts established for such purpose. In no event shall the same be commingled with Borrower’s own funds. Borrower shall provide Lender on a monthly basis with evidence of collection and remittance of sales and/or use taxes.
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Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, a blocked accounts account or lockboxes and related blocked accounts (in either case, each a "Blocked Account" and collectively the "Blocked Accounts"), as Lender may specify, with such bank or banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks Each bank at which the a Blocked Accounts are Account is established shall enter into an agreement, in form and substance satisfactory to Lender, providing (unless otherwise agreed to by Lender) that all items received or deposited in the such Blocked Accounts Account are the property Collateral of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the such Blocked Accounts Account to such bank account of Lender as Lender may from time to time designate for such purpose (the "Payment Account"). Borrower agrees that all payments made to such amounts deposited in the Blocked Accounts Account(s) or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory Inventory, the collection of Accounts or other Collateral or otherwise shall be the property Collateral of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided Account, or two (2) Business Days following the date of receipt of funds that are not immediately available to Lender in the Payment Account, as applicable. For purposes of calculating the amount of the Revolving Loans available to Borrower such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan account on such day, and if not, then on the next business Business Day. If no monetary obligations by Borrower are outstanding on any day, Borrower shall pay interest at the applicable rate set forth in Section 3.13.1
(a) on the amount of any payments or other funds that are received by Lender (irrespective of the characterization of whether receipts are owned by Lender or Borrower) for such day.
(c) Borrower and all of its affiliatesAffiliates, subsidiariesSubsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, cash, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or from sales of Inventory or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same any such monies, checks, notes, drafts or other payments be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person, unless such payment or indemnification obligation of Lender was a result of Lender's gross negligence or willful misconduct. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Source Interlink Companies Inc)
Collection of Accounts. (a) Borrower shall, and shall cause Guarantor to, establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which each Borrower and Guarantor shall promptly deposit and direct its account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). With respect to the Blocked Accounts of Guarantor, the depository banks at which such Blocked Accounts are maintained shall transfer the funds on deposit in such Blocked Accounts to such operating bank account of Guarantor as Borrower may specify in writing to Lender until such time as Lender shall notify the depository bank otherwise. Upon notice from Lender at any time, the depository banks at which such Blocked Accounts of Guarantor are maintained shall transfer all funds received or deposited into such Blocked Accounts to the Payment Account. Borrower agrees that all payments made to such the Blocked Accounts or other funds received and collected by LenderLender (except that as to the Blocked Accounts of Guarantor, only after Lender has notified the depository account of which to such Blocked Accounts are maintained to transfer funds therein to the Payment Account), whether on in respect of the Accounts or Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of LenderLender to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees employees, agents, Subsidiaries or agents other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid by Lender to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
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Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts an account with a bank to be specified by Lender (in either case, the "Blocked AccountsAccount"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower Borrowers shall promptly deposit and direct its account debtors or cause to directly remit be deposited all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral Credit Card Receivables in the identical form in which such payments are made, and in which Borrowers shall deposit or cause to be deposited all other payments constituting proceeds of Inventory or other Collateral, whether by cash, check or other manner. Borrowers shall deposit all payments from cash sales of Inventory or rendering of services by Borrowers into such Blocked Account. The banks bank at which the Blocked Accounts are Account is established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts Account are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked AccountsAccount, the items received for deposit therein, or the funds from time to time on deposit therein (except for ordinary course fees and charges of the depositary bank relating to such accounts), and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts Account to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees Borrowers agree that all payments made to such Blocked Accounts Account or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise otherwise, shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided Account. For purposes of calculating the amount of the Revolving Loans available to Borrowers such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower Borrowers and all of its their affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's Borrowers' own funds. Borrower agrees Borrowers agree to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts or arising out of Lender's payments to or indemnification of such bank or personany other person for any liability of Borrowers or with respect thereto. The obligation of Borrower Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower The Borrowers shall establish and maintain, at its their joint and several expense, blocked accounts or lockboxes and related such blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as Borrower selects and are reasonably acceptable to Lender Lender, into which each Borrower shall promptly deposit and direct its account debtors or cause to directly remit be deposited all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner; provided, however, that with respect to the proceeds of Accounts and other Collateral received on a particular day, if, at all times during the immediately preceding 30 days (i) all accrued interest or fees that have become due and payable to Lender during such period have been paid when due, (ii) no Event of Default has occurred and (iii) there has been Excess Availability on an average daily basis (after giving effect to all outstanding Letter of Credit Accommodations) of at least $10,000,000, then Borrowers shall not be required to deposit or transfer the proceeds of Accounts and other Collateral received on such day to the Blocked Accounts or a Payment Account. All such proceeds that are not deposited or transferred to a Blocked Account shall be deposited to bank accounts of the applicable Borrower which have been identified to Lender in writing, and such proceeds shall be used only for Borrowers' working capital or other proper corporate purposes not otherwise prohibited by the terms hereof. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments Payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following on the date Business Day of receipt of immediately available funds by Lender in the Payment Account provided Account, if such payments or other funds and notice thereof are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Each Borrower and all of its affiliates, subsidiariesSubsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, except as otherwise expressly provided in Section 6.3(a), shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In Except when Borrowers are not required to deposit or transfer such payments and proceeds to the Blocked Accounts as expressly provided in Section 6.3(a), in no event shall the same be commingled with any Borrower's own funds. Each Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of each Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Atlantic Express Transportation Corp)
Collection of Accounts. (a) Canadian Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "“Blocked Accounts"), ”) as Lender Required Lenders may specify, and Agent may establish and maintain bank accounts of Agent (“Payment Accounts”) in each case with such banks as are acceptable to Lender Agent, into which Blocked Accounts Canadian Borrower shall promptly deposit deposit, and direct its account their accounts debtors that remit payments by electronic funds transfers to directly remit remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are mademade or received, whether by cash, check cheque or other manner. The parties hereto agree that:
(i) Canadian Borrower has access to all funds in its bank accounts including the Blocked Accounts until an Event of Default exists or has occurred and is continuing; and
(ii) as of the date of this Agreement, Canadian Borrower is freely choosing to deposit, and direct its account debtors that remit payments by electronic funds transfer to directly remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral into the Blocked Accounts. The banks at which the Blocked Accounts are established established, Canadian Borrower and Agent shall enter into an agreement“springing” deposit account control agreements (each, a “Deposit Account Control Agreement”), in form and substance satisfactory to LenderRequired Lenders, acting reasonably, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that that:
(iii) the depository bank has no lien Lien upon, or right to setoff set-off against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein therein; and
(iv) at any time an Event of Default exists or has occurred and that is continuing, Agent may (and at the direction of Tranche B Agent shall) provide notice to the depository bank will (such notice being the “Full Control Notice”) to wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("the Payment Account")Accounts. Canadian Borrower agrees that that, at any time an Event of Default exists or has occurred and is continuing and a Full Control Notice has been delivered by Agent to the depository bank, all payments made to such Blocked Accounts or Payment Accounts or other funds received and collected by LenderAgent, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise otherwise, shall be the property of LenderAgent, for the benefit of Canadian Lenders, and shall be applied by Agent to the Obligations in accordance with Section 5.4.
(b) For purposes of calculating the amount of the Revolving Loans available to Canadian Borrower, such payments referred to in Section 5.3(a) above will be applied (conditional upon final collection) to the Obligations in accordance with Section 5.4 on the business day Business Day of receipt by Lender Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit applicable Canadian Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following on the date of receipt of immediately available funds by Lender Agent in the Payment Account Accounts provided such payments or other funds and notice thereof are received in accordance with Lender's Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit applicable Canadian Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. If Agent receives funds in a Payment Account at any time at which no Obligations are payable pursuant to Section 5.4 or in excess of such outstanding Obligations payable pursuant to Section 5.4, Agent shall transfer such funds to Canadian Borrower at such account as Canadian Borrower may direct, provided that Canadian Borrower shall, at Agent’s request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to Agent a cash collateral agreement in form and substance satisfactory to Agent providing to Agent a first priority Lien over such account.
(c) At any time an Event of Default exists or has occurred and is continuing, Canadian Borrower and all of its their affiliates, subsidiariesSubsidiaries, shareholders, directors, employees or agents shall, acting as trustee for LenderAgent, receive, as the property of LenderAgent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to LenderAgent. In no event event, after an Event of Default exists or has occurred and is continuing, shall the same be commingled with Canadian Borrower's ’s own funds. Canadian Borrower agrees to reimburse Lender Agent on demand for any amounts owed or paid to any bank at which a Blocked Account or Payment Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts or the Payment Accounts arising out of Lender's Agents’ payments to or indemnification of such bank or person. The obligation of each US Borrower to reimburse Lender Agent for such amounts pursuant to this Section 6.3 5.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Canadian Loan Agreement (SMTC Corp)
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are reasonably acceptable to Lender into which Borrower Borrowers shall promptly deposit and direct its their account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check check, credit card sales drafts, credit card sales or charge slips or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, at such time as Lender shall direct, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees Lender shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of Borrowers as Borrowers may specify in writing to Lender (the "Operating Account") until such time as Lender shall notify the depository bank otherwise. Lender may instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Payment Account if, at any time: (i) an Event of Default, or event which with notice or passage of time or both would constitute an Event of Default, shall exist, or (ii Borrowers have Excess Availability of less than $5,000,000 for three (3) consecutive days. Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and by 12:00 noon New York City time or, at Lender's discretion, otherwise within sufficient time to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business Business Day. Until the date Lender notifies the depository banks at which the Blocked Accounts are maintained to direct payment to the Payment Account in accordance with Section 6.3(a), Lender shall be entitled to charge Borrowers an administrative fee equivalent to the interest Lender would have received for the Collection Period (as defined below) had the funds deposited in the Blocked Account on such day been transferred from the Blocked Account to the Payment Account on such day. For If Lender notifies the depository banks at which the Blocked Accounts are maintained to direct payment to the Payment Account in accordance with the terms of Section 6.3(a), then, for purposes of calculating interest on the Obligations, such payments or other funds received in the Payment Account will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account (the "Collection Period") provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and by 12:00 noon New York City time, or, at Lender's discretion, otherwise within sufficient time to credit Borrowers' loan account on such day, and if not, then on the next Business Day. Prior to the Lender notifying the depository banks at which the Blocked Accounts are maintained to direct payment to the Payment Account in accordance with Section 6.3(a), for purposes of calculating interest on the Obligations, payments or other funds received in the Payment Account will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and by 12:00 noon New York City time, or, at Lender's discretion, otherwise within sufficient time to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower Borrowers and all of its their affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts drafts, credit card sales drafts, credit card sales or charge slips or receipts, or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's Borrowers' own funds. Borrower agrees Borrowers agree to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower Borrowers to reimburse Lender Lender, for such amounts pursuant to this Section 6.3 shall survive the termination or non-non- renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "“Blocked Accounts"”), as Lender may specify, with such banks as are reasonably acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("“Payment Account"”). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available payments or other funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately promptly upon receipt thereof, shall (or, if Borrower has Knowledge that any of the foregoing has come into the possession or under the control of any of Borrower’s affiliates, shareholders or directors, Borrower shall use its best efforts to cause such Person to) deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's ’s own funds. Borrower agrees to reimburse Lender on demand promptly after request for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person Person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's ’s payments to or indemnification of such bank or personPerson. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Collegiate Pacific Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are reasonably acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided Account. For purposes of calculating the amount of the Revolving Loans available to Borrower, such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan account accounts on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Receivables or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.bank
Appears in 1 contract
Samples: Loan and Security Agreement (Clark Material Handling Co)
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, ( "Blocked Accounts"), as Lender may specify, ) with such banks as are acceptable to Lender Agent into which Borrower Borrowers shall promptly deposit and direct its their account debtors to directly remit all payments on Accounts (as such term is defined in the Pledge and Security Agreements with the Borrowers) and all payments constituting proceeds of Inventory (as such term is defined in the Pledge and Security Agreements with the Borrowers) or other Collateral (as such term is defined in the Pledge and Security Agreements with the Borrowers) in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to LenderAgent, providing that all items received or deposited in the Blocked Accounts are the property of LenderAgent, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender Agent as Lender Agent may from time to time designate for such purpose ("Payment Account"). Borrower Borrowers agrees that all payments made to such Blocked Accounts or other funds received and collected by LenderAgent, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of LenderAgent for the benefit of the Lenders. So long as no Default or Event of Default exists or has occurred and is continuing, all such funds received and collected by Agent shall be applied first to repay the outstanding Revolving Loans, second to restore the Cash Collateral to the extent that the amount thereof is less than 105% of the outstanding Revolving Loans and LC Obligations and thereafter the balance will be transferred on each Business Day or as the Company may request to the Company's operating bank account at the cost of and pursuant to the instructions of the Company. If a Default or an Event of Default exists or has occurred and is continuing, the release of such funds to the Company shall be subject to the sole discretion of the Agent.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower Borrowers and all of its their respective affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for LenderAgent , receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to LenderAgent. In no event shall the same be commingled with any Borrower's own funds. Borrower agrees Borrowers agree to reimburse Lender Agent and Lenders on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent's or Lender's payments to or indemnification of such bank or person. The obligation of Borrower Borrowers to reimburse Lender Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
(c) All Obligations shall be payable to the Payment Account as provided in this Section 7.18 or such other place as Agent may designate from time to time. Agent may apply payments received or collected from Borrowers or for the account of Borrowers (including the monetary proceeds of collections or of realization upon any Collateral) to such of the Obligations, whether or not then due, in such order and manner as Agent determines; provided that the Agent shall not apply such payments to prepay the principal amount of the Term Loan except upon notice from the Company or at the Agent's and Lenders' election upon and during the continuance of an Event of Default. At Agent's option, all principal, interest, fees, costs, expenses and other charges provided for in this Agreement or the other Loan Agreements may be charged directly to the loan account(s) of Borrowers. If after receipt of any payment of, or proceeds of Collateral applied to the payment of, any of the Obligations, Agent or any Lender is required to surrender or return such payment or proceeds to any Person for any reason, then the Obligations intended to be satisfied by such payment or proceeds shall be reinstated and continue and this Agreement shall continue in full force and effect as if such payment or proceeds had not been received. Borrowers shall be liable to pay to Agent and Lenders, and does hereby indemnify and hold Agent and Lenders harmless for the amount of any payments or proceeds surrendered or returned. This Section 7.18 shall remain effective notwithstanding any contrary action which may be taken by Agent or Lenders in reliance upon such payment or proceeds. This Section 7.18 shall survive the payment of the Obligations and the termination of this Agreement."
Appears in 1 contract
Samples: Credit Agreement (Picturetel Corp)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "“Blocked Accounts"”), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that (i) all items received or deposited in the Blocked Accounts are the property of Lender, that (ii) the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein therein, and that (iii) upon receipt of written notice pursuant to Section 6.3(d), the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("“Payment Account"”), provided Lender agrees that during such period as there is no unpaid balance owing under the Revolving Loans, Lender will provide written notice to such depository banks that, until further written notice from Lender, they will not be required to transfer such funds to the Payment Account on a daily basis. Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.. Page 43
(b) For purposes of calculating the amount of the Revolving Loans available avail able to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations Obligations
(i) in the case of payments received directly from Borrower (whether by wire or through a Revolving Loan from Lender), on the Business Day of receipt by Lender from the immediately available funds in the Payment Account, provided such payments and notice thereof are received in accordance with Lender’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower’s loan account on such day, and if not, then on the next Business Day, and (ii) in the case of payments received from the Blocked Account, one (1) business day Business Day following the date of receipt by Lender of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender, except for payments received by Borrower in an amount, in each instance, less than $5,000, in which case Borrower shall deposit such payments by the end of the month such payments are received. In Except as permitted in Section 6.3(d), in no event shall the same be commingled with Borrower's ’s own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person Person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's ’s payments to or indemnification of such bank or personPerson. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower Borrowers shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Each Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents employees, agents, Subsidiaries and other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with a Borrower's own funds. Each Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Play by Play Toys & Novelties Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner, provided that Lender may elect to waive the requirement that all such amounts be deposited into the Blocked Accounts (i) for so long as (A) Borrower maintains balances of available, unencumbered (except by liens granted to Lender) cash (which shall not include Revolving Loans available to Borrower or amounts advanced hereunder) of at least $10,000,000, (B) Excess Availability is greater than or equal to $7,500,000, and (C) no Event of Default shall have occurred, or (ii) if any of the requirements set forth in clause (i) above ceases to be satisfied, then only upon all such requirements again being satisfied and remaining satisfied for ninety (90) consecutive days, and continuing for so long as they remain satisfied. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will will, except during any period where Lender shall have notified the depository bank to the contrary, wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account")) provided Lender agrees that during such period as there is no unpaid balance owing under the Revolving Loans, Lender will provide written notice to such depository banks that, until further written notice from Lender, they will not be required to transfer such funds to the Payment Account on a daily basis. Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such dayor before 1:00 P.M. Dallas, Texas, time, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, and such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of such receipt; provided that, (i) for so long as (A) Borrower maintains balances of available, unencumbered (except by liens granted to Lender) cash (which shall not include Revolving Loans available to Borrower or amounts advanced hereunder) of at least $10,000,000, (B) Excess Availability is greater than or equal to $7,500,000, and (C) no Event of Default shall have occurred, and (ii) if any of the requirements set forth in clause (i) above ceases to be satisfied, then only upon all such requirements again being satisfied and remaining satisfied for ninety (90) consecutive days, and continuing for so long as they remain satisfied, Lender may elect to have such funds applied (conditional upon final collection) to the Obligations on the Business Day of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "“Blocked Accounts"”), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall shall, in accordance with Lender’s instructions, promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Upon the occurrence and during the continuation of an Event of Default, Lender may, and Borrower shall upon Lender’s request, direct Borrower’s, MCE’s, MCC’s and Saitek US’s account debtors to directly remit all payment on Accounts to the Blocked Accounts. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("“Payment Account"”). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property security of LenderLender and/or US Collateral Agent.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: First Amending Agreement (Mad Catz Interactive Inc)
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are reasonably acceptable to Lender into which Borrower Borrowers shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance reasonably satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Each Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents employees, agents, Subsidiaries and other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with a Borrower's own funds. Each Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or personperson in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligation of Borrower Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Waxman Industries Inc)
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender Agent, into which Borrower Borrowers shall promptly deposit and direct its their respective account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, by check or other manner. The banks at which the Blocked Accounts are established Borrowers shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upondeliver, or right cause to setoff againstbe delivered to Agent, the a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Accounts, the items received for deposit therein, Account is maintained as provided in Section 5.2 hereof or the funds at any time and from time to time on deposit therein and that Agent may become the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into bank's customer with respect to any of the Blocked Accounts to and promptly upon Agent's request, Borrowers shall execute and deliver such bank account of Lender agreements and documents as Lender Agent may from time to time designate for such purpose ("Payment Account")require in connection therewith. Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether on in respect of the Accounts or Receivables, as proceeds of Inventory or other Collateral or otherwise otherwise, shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of LenderAgent (other than the Excluded Deposit Accounts) and Lenders to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Loans available to each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender Agent of immediately available funds in the Agent Payment Account Account, provided such payments and notice thereof are received in accordance with LenderAgent's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof one (1) business day Business Day following the date of receipt of immediately available funds by Lender Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with LenderAgent's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Each Borrower and all of its affiliates, subsidiaries, their respective Subsidiaries or other Affiliates (other than individual shareholders, directors, employees or agents ) shall, acting as trustee for LenderAgent, receive, as the property of LenderAgent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and and, immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to LenderAgent. In no event shall the same be commingled with any Borrower's own funds. Borrower agrees Borrowers agree to reimburse Lender Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is established or any other bank bank, financial institution or other person involved in the transfer of funds to or from the Blocked Accounts arising out of LenderAgent's payments to or indemnification of such bank bank, financial institution or personother person in connection with such Blocked Account or any amount received therein or transferred therefrom. The obligation obligations of Borrower Borrowers to reimburse Lender Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Lexington Precision Corp)
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender Agent may specify, with such banks as are acceptable to Lender Agent into which Borrower Borrowers shall promptly deposit and direct its their respective account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established Borrowers shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upondeliver, or right cause to setoff againstbe delivered to Lender a Depository Account Control Agreement duly authorized, the executed and delivered by each bank where a Blocked Accounts, the items received for deposit therein, Account is maintained as provided in Section 5.2 hereof or the funds at any time and from time to time on deposit therein and that Agent may become the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into bank's customer with respect to any of the Blocked Accounts to and promptly upon Agent's request, Borrowers shall execute and deliver such bank account of Lender agreements and documents as Lender Agent may from time to time designate for such purpose ("Payment Account")require in connection therewith. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether on in respect of the Accounts or Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of LenderAgent and Lenders to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Loans available to each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with LenderAgent's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. In the event that at any time or from time to time there are no Loans outstanding, Agent shall be entitled to an administrative charge in an amount equivalent to the interest that would have been payable for such Business Day had there been Loans outstanding on such day as calculated by Agent in accordance with its customary practice. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent.
(c) Each Borrower and all of its affiliates, subsidiaries, Guarantor and their respective shareholders, directors, employees employees, agents, Subsidiaries or agents other Affiliates shall, acting as trustee for LenderAgent, receive, as the property of LenderAgent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to LenderAgent. In no event shall the same be commingled with any Borrower's or Guarantor's own funds. Borrower agrees Borrowers agree to reimburse Lender Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of LenderAgent's payments to or indemnification of such bank or person. The obligation obligations of Borrower Borrowers to reimburse Lender Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Allou Health & Beauty Care Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender Agent may specify, with such banks as are acceptable to Lender Agent into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to LenderAgent, providing that all items received or deposited in the Blocked Accounts are the property of LenderAgent, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender Agent as Lender Agent may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether on in respect of the Accounts or Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of LenderAgent and Lenders to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with LenderAgent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower and all of its affiliates, subsidiaries, each Guarantor and their respective shareholders, directors, employees employees, agents, Subsidiaries or agents other Affiliates shall, acting as trustee for LenderAgent, receive, as the property of LenderAgent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to LenderAgent. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or 36 42 person involved in the transfer of funds to or from the Blocked Accounts arising out of LenderAgent's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one two (12) business day days following the date of receipt of immediately available funds by Lender in the Payment Account provided Account. For purposes of calculating the amount of the Revolving Loans available to Borrower such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided Account. For purposes of calculating the amount of the Revolving Loans available to Borrower such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholdersmembers, directorsmanagers, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Chiquita Brands International Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided Account. For purposes of calculating the amount of the Revolving Loans available to Borrower such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or personperson in connection with such Blocked Accounts. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory (except to the extent required by the IBM Loan Documents to be remitted directly to IBM Credit and consistent with the Intercreditor Agreement) or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established Borrower shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upondeliver, or right cause to setoff againstbe delivered to Lender a Depository Account Control Agreement duly authorized, the executed and delivered by each bank where a Blocked Accounts, the items received for deposit therein, Account is maintained as provided in Section 5.2 hereof or the funds at any time and from time to time on deposit therein and that Lender may become the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into bank's customer with respect to any of the Blocked Accounts to and promptly upon Lender's request, Borrower shall execute and deliver such bank account of Lender agreements and documents as Lender may from time to time designate for such purpose ("Payment Account")require in connection therewith. Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on in respect of the Accounts Receivables or as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of LenderLender to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of EXHIBIT 10.2 calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender Lender, on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall, and shall cause Guarantor to, establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "“Blocked Accounts"”), as Lender may specify, with such banks as are acceptable to Lender into which each Borrower and Guarantor shall promptly deposit and direct its account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("“Payment Account"”). With respect to the Blocked Accounts of Guarantor, the depository banks at which such Blocked Accounts are maintained shall transfer the funds on deposit in such Blocked Accounts to such operating bank account of Guarantor as Borrower may specify in writing to Lender until such time as Lender shall notify the depository bank otherwise. Upon notice from Lender at any time, the depository banks at which such Blocked Accounts of Guarantor are maintained shall transfer all funds received or deposited into such Blocked Accounts to the Payment Account. Borrower agrees that all payments made to such the Blocked Accounts or other funds received and collected by LenderLender (except that as to the Blocked Accounts of Guarantor, only after Lender has notified the depository account of which to such Blocked Accounts are maintained to transfer funds therein to the Payment Account), whether on in respect of the Accounts or Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of LenderLender to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees employees, agents, Subsidiaries or agents other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's ’s own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid by Lender to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's ’s payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Inverness Medical Innovations Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors agents, employees and independent contractors to directly remit deposit all payments on received with respect to Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrower shall also cause all amounts received with respect to the sale or other disposition of any of Borrower's assets, including any proceeds of Excluded Contract Rights, to be paid or deposited directly to the Blocked Accounts. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following on the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower and all of its affiliatesAffiliates, subsidiariesSubsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations either (i) one (1) business day following the date of receipt of immediately available federal funds by Lender, or (ii) three (3) business days following the date of receipt of checks by Lender in the Payment Account provided Account. For purposes of calculating the amount of the Revolving Loans available to Borrower such payments or other funds and notice thereof will be applied (conditional upon final 15 collection) to the Obligations on the business day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Canadian Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "“Blocked Accounts"”), as Lender may specify, and Lender may establish and maintain bank accounts of Lender (“Payment Accounts”) in each case with such banks as are acceptable to Lender into which Canadian Borrower shall shall, in accordance with Lender’s instructions, promptly deposit and direct its account debtors that remit payments by electronic funds transfers to directly remit remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check cheque or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, acting reasonably, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien Lien upon, or right to setoff against, set-off against the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the Payment Accounts or such other bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account")purpose. Canadian Borrower agrees that all payments made to such Blocked Accounts or Payment Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Canadian Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Canadian Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following on the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Canadian Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. If Lender receives funds in a Payment Account at any time at which no Obligations are outstanding or in excess of such outstanding Obligations, Lender shall transfer such funds to Canadian Borrower at such account as Canadian Borrower may direct, provided that Canadian Borrower shall, at Lender’s request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to Lender a cash collateral agreement in form and substance satisfactory to Lender providing to Lender a first priority Lien over such account.
(c) Canadian Borrower and all of its affiliates, subsidiariesSubsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checkscheques, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Canadian Borrower's ’s own funds. Canadian Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account or Payment Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts or the Payment Accounts arising out of Lender's ’s payments to or indemnification of such bank or person. The obligation of Canadian Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Canadian Loan Agreement (SMTC Corp)
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower Borrowers shall promptly deposit and direct its their account debtors and note obligors to directly remit all payments on Accounts and on notes and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or notes or as proceeds of Inventory or other Collateral Collateral, or otherwise otherwise, shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account account(s) on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account account(s) on such day, and if not, then on the next business day.
(c) Borrower Borrowers and all of its their respective affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with a Borrower's own funds. Borrower agrees Borrowers agree to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (United Grocers Inc /Or/)
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower Borrowers shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, at such time as Lender shall direct, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees Lender shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of Borrowers as Borrowers may specify in writing to Lender until such time as Lender shall notify the depository bank otherwise. Lender may instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Payment Account at any time that either: (i) an Event of Default, or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred, or (ii) Borrowers shall have failed to deliver any Borrowing Base Certificate in accordance with the terms hereof, or (iii) upon Lender's good faith belief that any information contained in any Borrowing Base Certificate is incomplete, inaccurate or misleading, or (iv) Borrower's Cash Position is equal to or less than $3,000,000.00, or (v) Parent requests a Revolving Loan and for so long as any Revolving Loan is outstanding. Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day day(s) following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business day.
(c) Each Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's Borrowers' own funds. Each Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Ultralife Batteries Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.loan
Appears in 1 contract
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "“Blocked Accounts"”), as Lender Agent may specify, with such banks as are acceptable to Lender Agent into which Borrower Borrowers shall promptly deposit and direct its their respective account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established Borrowers shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upondeliver, or right cause to setoff againstbe delivered to Agent a Deposit Account Control Agreement duly authorized, the executed and delivered by each bank where a Blocked Accounts, the items received for deposit therein, Account is maintained as provided in Section 5.2 hereof or the funds at any time and from time to time on deposit therein and that Agent may become the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into bank’s customer with respect to any of the Blocked Accounts to and promptly upon Agent’s request, Borrowers shall execute and deliver such bank account of Lender agreements and documents as Lender Agent may from time to time designate for such purpose ("Payment Account")require in connection therewith. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether on in respect of the Accounts or Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of LenderAgent and Lenders to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Loans available to each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Lender's Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Agent shall be entitled to an administrative fee in an amount calculated based on the Interest Rate for Prime Rate Loans (on a per annum basis) multiplied by the amount of the funds received in the Blocked Account for such day as calculated by Agent in accordance with its customary practice. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent.
(c) Each Borrower and all of its affiliatesGuarantor and their respective employees, subsidiaries, shareholders, directors, employees or agents and Subsidiaries shall, acting as trustee for LenderAgent, receive, as the property of LenderAgent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to LenderAgent. In no event shall the same be commingled with any Borrower's ’s or Guarantor’s own funds. Borrower agrees Borrowers agree to reimburse Lender Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is established or any other bank bank, financial institution or other person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's Agent’s payments to or indemnification of such bank bank, financial institution or other person. The obligation obligations of Borrower Borrowers to reimburse Lender Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Image Entertainment Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and and/or related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established Borrower shall enter into an agreementdeliver, in form and substance satisfactory or cause to be delivered to Lender, providing that all items received a Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds at any time and from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into Lender may become bank's customer with respect to the Blocked Accounts to and promptly upon Lender's request, Borrower shall execute and deliver such bank account of Lender agreements or documents as Lender may from time to time designate for such purpose ("Payment Account")require in connection therewith. Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on in respect of the Accounts or Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of LenderLender to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Lender Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Lender Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business Business Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Lender shall be entitled to an administrative charge in an amount equivalent to the interest Lender would have received for such Business Day had there been Revolving Loans outstanding on such day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees employees, agents, Subsidiaries or agents other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Streicher Mobile Fueling Inc)
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower Borrowers shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of LenderLender to the extent of the aggregate amount of the Obligations outstanding from time to time.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day day(s) following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business day.
(c) Borrower Borrowers and all of its their affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's Borrowers' own funds. Borrower agrees Borrowers agree to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Alpha Technologies Group Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "“Blocked Accounts"”), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established Borrower shall enter into an agreementdeliver, in form and substance satisfactory or cause to be delivered to Lender, providing that all items received a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds at any time and from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into Lender may become bank’s customer with respect to any of the Blocked Accounts to and promptly upon Lender’s request, Borrower shall execute and deliver such bank account of Lender agreements or documents as Lender may from time to time designate for such purpose ("Payment Account")require in connection therewith. Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on in respect of the Accounts or Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of LenderLender to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Lender Payment Account provided such payments and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following Obligations, on the date Business Day of receipt of immediately available funds by Lender in the Lender Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Lender shall be entitled to an administrative fee in an amount calculated based on the Interest Rate (on a per annum basis) multiplied by the amount of the funds received in the Blocked Account for such day as calculated by Lender in accordance with its customary practice.
(c) Borrower and all of its affiliatesemployees, subsidiaries, shareholders, directors, employees or agents and Subsidiaries shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's ’s own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is established or any other bank bank, financial institution or other person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's ’s payments to or indemnification of such bank bank, financial institution or other person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Canadian Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "“Blocked Accounts"), ”) as Lender may specify, and Lender may establish and maintain bank accounts of Lender (“Payment Accounts”) in each case with such banks as are acceptable to Lender into which Canadian Borrower shall shall, in accordance with Lender’s instructions, promptly deposit deposit, and direct its account debtors that remit payments by electronic funds transfers to directly remit remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check cheque or other manner. The banks at which the Blocked Accounts are established shall enter into an agreementagreement (each, a “Blocked Account Agreement”), in form and substance satisfactory to Lender, acting reasonably, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien Lien upon, or right to setoff set-off against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the Payment Accounts or such other bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account")purpose. Canadian Borrower agrees that all payments made to such Blocked Accounts or Payment Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise otherwise, shall be the property of Lender.
(b) Notwithstanding Section 6.3(a) above, Lender, at the request of Canadian Borrower, shall provide Canadian Borrower and its Subsidiaries (if applicable) with dominion and control over the Blocked Accounts (and other accounts of such Subsidiaries, if applicable) by suspending (a “Suspension”) the operation of certain provisions of such Blocked Account Agreements by executing and delivering a notice (each, a “Cash Dominion and Control Release Notice”), in substantially the form attached as Schedule 6.3 hereto and in form and substance satisfactory to Lender, to the banks party to such Blocked Account Agreements provided:
(i) Canadian Borrower provides Lender with twenty (20) days prior written notice that it requires a period of Suspension (a “Suspension Notice Period”);
(ii) prior to the effectiveness of such Suspension and during the Suspension Notice Period, Lender or its designees shall be entitled solely to confirm that, at Canadian Borrower’s cost and expense, the amount of Total Excess Availability is not less than the greater of (A) US$2,500,000 or (B) twenty-five (25%) percent of the sum of the then outstanding and unpaid Revolving Loans under this Agreement and the Revolving Loans (as defined in the US Loan Agreement) under the terms and conditions as existed immediately prior to the Suspension Notice Period; and
(iii) during such Suspension, the amount of Total Excess Availability is not less than the greater of (A) US$2,500,000 or (B) twenty-five (25%) percent of the sum of the then outstanding and unpaid Revolving Loans under this Agreement and the Revolving Loans (as defined in the US Loan Agreement), in either case, for a period in excess of three (3) consecutive Business Days. Canadian Borrower and Lender agree that a Suspension shall be in effect (A) upon Lender confirming that the Total Excess Availability test set out in subparagraph (b)(ii) immediately above has been satisfied, (B) upon execution and delivery of the applicable Cash Dominion and Control Release Notice by Lender and the applicable bank and (C) only so long as (1) the Total Excess Availability test set out in subparagraph (b)(iii) immediately above is satisfied and (2) no Event of Default exists or has occurred and is continuing. For greater certainty, Canadian Borrower acknowledges and agrees that any Suspension shall immediately be terminated, and Lender shall immediately have dominion and control over the Blocked Accounts pursuant to the Blocked Account Agreements, at any time that the Total Excess Availability test set out in subparagraph (b)(iii) immediately above is not satisfied or an Event of Default exists or has occurred and is continuing and Lender may, but shall not be obligated, to provide notice to the bank party to the applicable Blocked Account Agreement notifying it of the termination of such Suspension.
(c) For purposes of calculating the amount of the Loans available to Canadian Borrower, such payments referred to in Section 6.3(a) above will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Canadian Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following on the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Canadian Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. If Lender receives funds in a Payment Account at any time at which no Obligations are outstanding or in excess of such outstanding Obligations, Lender shall transfer such funds to Canadian Borrower at such account as Canadian Borrower may direct, provided that Canadian Borrower shall, at Lender’s request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to Lender a cash collateral agreement in form and substance satisfactory to Lender providing to Lender a first priority Lien over such account.
(cd) Except during a Suspension, Canadian Borrower and all of its affiliates, subsidiariesSubsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checkscheques, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event event, other than during a Suspension, shall the same be commingled with Canadian Borrower's ’s own funds. Canadian Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account or Payment Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts or the Payment Accounts arising out of Lender's ’s payments to or indemnification of such bank or person. The obligation of Canadian Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.”
Appears in 1 contract
Samples: Loan Agreement (SMTC Corp)
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, separate blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which each Borrower shall promptly deposit and direct its respective account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one two (12) business day days following the date of receipt of immediately available funds by Lender in the Payment Account provided Account. For purposes of calculating the amount of the Revolving Loans available to each Borrower such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit such Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower Borrowers and all of its their affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's either Borrowers' own funds. Borrower agrees Borrowers agree to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 7.3 shall survive the termination or non-renewal of this Agreement.
(d) Until separate Blocked Accounts are established for each Borrower as required pursuant to Section 7.3(a) hereof, Lender may apply any proceeds of Accounts or other Collateral to the Obligations of ORC, subject to weekly reallocation of collections and adjustments by Lender to the Revolving Loan Obligations and Revolving Loan availability calculations as to each of ORC and OMPC-NC, based on collection reconciliation reports delivered by Borrowers to Lender not less frequently than once each week that shall allocate to the applicable Borrower and its Accounts any proceeds that are received in the Blocked Account since the period covered by the most recent such reconciliation report delivered to Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Reunion Industries Inc)
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes lock boxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower Borrowers shall promptly deposit and direct its their account debtors debtors, credit card issuers and credit card processors to directly remit all payments on Receivables, including Accounts and all payments constituting proceeds of Inventory Inventory, Equipment or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory Inventory, Equipment or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one three (13) business day day(s) following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower Borrowers and all of its affiliates, subsidiariestheir respective Subsidiaries and other Affiliates, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with any Borrower's own funds. Borrower agrees Borrowers agree to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-non - renewal of this Agreement.
(d) In addition to the account referred to in Section 6.3(a) hereof, Borrowers may establish and maintain, at their expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.8 hereto, and after compliance with the provisions of Section 7.11 hereof, such other banks as Borrower may hereafter select as are acceptable to Lender. The banks set forth on Schedule 8.8 hereto constitute all of the banks with whom Borrowers have deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks and describes the nature of the use of such deposit account by Borrowers. Borrowers shall deposit all proceeds from sales of Inventory in every form (including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts and the collections and proceeds thereof in whatever form) from each store location of a Borrower and all proceeds of Collateral, on each business day into the deposit accounts of Borrowers used solely for such purpose and identified to each retail store and location as set forth on Schedule 8.8 hereto. Borrowers shall irrevocably authorize and direct in writing, in form and substance satisfactory to Lender, each of the banks into which proceeds from sales of Inventory from each store location of Borrowers and any and all other proceeds of Collateral are at any time deposited as provided above to send by wire transfer on a daily basis, to an account or accounts designated by Lender, all funds deposited in such account, and shall irrevocably authorize and direct in writing its account debtors, Credit Card Issuers and Credit Card Processors to directly remit payments on its Accounts, Credit Card Receivables and all other payments constituting proceeds of Inventory and collections to the Blocked Accounts described in Section 6.3(a) above.
Appears in 1 contract
Samples: Loan and Security Agreement (Nutritional Sourcing Corp)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "“Blocked Accounts"”), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall shall, in accordance with Lender’s instructions, promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Upon the occurrence and during the continuation of an Event of Default, Lender may, and Borrower shall upon Lender’s request, direct Borrower’s account debtors to directly remit all payment on Accounts to the Blocked Accounts. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("“Payment Account"”). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property security of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the a Payment Account provided such payments and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following on the date of receipt of immediately available funds by Lender in the applicable Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. If Lender receives funds in a Payment Account at any time at which no Obligations are outstanding or in excess of such outstanding Obligations, Lender shall transfer such funds to Borrower at such account as Borrower may direct, provided that Borrower shall, at Lender’s request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to Lender a cash collateral agreement in form and substance satisfactory to Lender providing to Lender a first priority Lien over such account.
(c) Borrower and all of its affiliates, U.S. affiliates and subsidiaries, and the shareholders, directors, employees or and/or agents of Borrower and each such affiliate and subsidiary shall, acting as trustee for Lender, receive, as the property security of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In , but in no event shall any of the same foregoing monies, checks, notes, drafts or any other such payment be commingled with Borrower's own ’s other funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's ’s payments to or indemnification of such bank or personperson (other than to the extent that such amount arises directly from Lender’s or such other party’s negligence or willful misconduct). The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 5.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked AccountsBLOCKED ACCOUNTS"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment AccountPAYMENT ACCOUNT"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such dayare received by 1:00 p.m. Eastern Standard Time, and if not, then on the next business day. For the purposes of calculating interest on the ObligationsLoans, such payments or other funds received will be applied (conditional upon final collection) to the Obligations Loans (i) from the date hereof up to the first anniversary of the date hereof, one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided and (ii) from and after the first anniversary of the date hereof, on the date of receipt of immediately available funds by Lender in the Payment Account, PROVIDED, in each instance, such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender, except that with respect to any monies received by Borrower in respect of any cash sales to employees or other incidental cash sales, Borrower shall remit the cash proceeds from such sales to Lender in accordance with the terms hereof if, as and when, the aggregate amount of such cash proceeds received by Borrower and not remitted to Lender equals or exceeds $30,000. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish cause all moneys, checks, notes, drafts and maintain, at its expense, blocked accounts other payments relating to or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory accounts, or of any other Collateral Collateral, to be forwarded to a Lockbox for deposit in (i) the Collection Account, if such Lockbox is maintained pursuant to a Lockbox agreement with Lender, and (ii) a Blocked Account, if such Lockbox is maintained with a Collecting Bank pursuant to a Blocked Account Agreement, in accordance with the procedures set out in the identical form in which corresponding Blocked Account Agreement. In particular, Borrower will (i) advise each Account Debtor to address to a Lockbox specified by Lender all remittances with respect to amounts payable on all accounts, and (ii) stamp all invoices relating to any such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance amounts with a legend satisfactory to Lender, providing the Lender indicating that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right payment is to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments be made to Borrower via such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lenderspecified Lockbox.
(b) For purposes of calculating The Borrower and the amount Lender shall cause all balances in each Blocked Account to be transmitted daily to the Collection Account by wire transfer or depository transfer check or Automated Clearing House transfer in accordance with the procedures set forth in the corresponding Blocked Account Agreement. All deposits in the Collection Account shall be 32 38 credited to the payment of the Loans available Obligations, on the Business Day of actual receipt by Lender. Such credits shall be conditioned upon final payment in cash or solvent credits of the items giving rise to Borrowersuch credits. So long as no Default or Event of Default has occurred and is continuing, any balance remaining after payment in full of the Obligations shall be transferred to such payments account as the Borrower and the Lender may agree. Notwithstanding that deposits will be applied (conditional upon final collection) to the Obligations on the business day date of receipt by receipt, Lender of immediately available funds in the Payment Account provided shall charge to Borrowers two days' float on all such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the deposits for purposes of calculating interest calculations. The charging of float days as aforesaid shall in all respects be subject to SECTION 3.1(d) and limited so that interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to Obligations is at all times less than interest at the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayMaximum Rate.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any moniesAny moneys, checks, notes, drafts or any other payment relating payments referred to and/or proceeds in CLAUSE (a) of Accounts this SECTION 6.3 which are received by or other Collateral which come into their possession or under their control on behalf of Borrower will be held in trust for the Lender and immediately upon receipt thereof, shall deposit or cause the same to will be (i) deposited in the Blocked AccountsCollection Account, or remit (ii) delivered to the same or cause Lender at the same to be remittedLender's Office, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved each case as promptly as possible in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementexact form received, together with any necessary endorsements.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral (including, without limitation, proceeds of cash sales of Inventory) in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one two (12) business day days following the date of receipt of immediately available funds by Lender in the Payment Account provided Account. For purposes of calculating the amount of the Revolving Loans available to Borrower such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender Collateral Agent may specify, with such banks as are acceptable to Lender Agents, into which Borrower Borrowers shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to LenderCollateral Agent, providing that all items received or deposited in the Blocked Accounts are the property of LenderCollateral Agent, that the depository bank has no lien Lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender Collateral Agent as Lender Collateral Agent may from time to time designate for such purpose ("Payment Account"). Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by LenderCollateral Agent, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of LenderCollateral Agent held for the benefit of Agents and Lenders.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender Collateral Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with LenderCollateral Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender Collateral Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with LenderCollateral Agent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account Borrowers' Loan Account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower Borrowers and all of its affiliatestheir Affiliates, subsidiariesSubsidiaries, shareholders, directors, employees or agents shall, acting as trustee for LenderCollateral Agent, receive, as the property of LenderAgents and Lenders, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to LenderCollateral Agent. In no event shall the same be commingled with Borrower's Borrowers' own funds. Borrower agrees Borrowers agree to reimburse Lender on demand Collateral Agent ON DEMAND for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person Person involved in the transfer of funds to or from the Blocked Accounts arising out of LenderCollateral Agent's payments to or indemnification of such bank or person. The obligation of Borrower Borrowers to reimburse Lender Collateral Agent for such amounts pursuant to this Section 6.3 SECTION 6.5 shall survive the termination or non-renewal of this AgreementAgreement and the Commitments.
Appears in 1 contract
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender Agent may specify, with such banks as are acceptable to Lender Agent into which Borrower Borrowers shall promptly deposit and direct its account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to LenderAgent, providing that all items received or deposited in the Blocked Accounts are the property of LenderAgent, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender Agent as Lender Agent may from time to time designate for such purpose ("Agent Payment Account"). Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of Borrowers as Administrative Borrower agrees may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent may notify the depository banks at which the Blocked Accounts are maintained that the Blocked Account Agreements are effective and may instruct such banks to transfer all funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that either: (i) an Event of Default, or act, condition or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred, or (ii) Monthly Average Excess Availability shall at any time be less than $8,500,000, and, upon such notice, Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether on in respect of the Accounts or Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of LenderAgent and Lenders to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Each Borrower and all of its affiliates, subsidiaries, such Borrower's shareholders, directors, employees employees, agents, Subsidiaries or agents other Affiliates shall, acting as trustee for LenderAgent, receive, as the property of LenderAgent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to LenderAgent. In no event shall the same be commingled with any Borrower's own funds. Borrower agrees Borrowers agree to reimburse Lender Agent on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of LenderAgent's payments to or indemnification of such bank or person. The obligation of Borrower Borrowers to reimburse Lender Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked ABlocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral (including, without limitation, proceeds of cash sales of Inventory) in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance reasonably satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment APayment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender. Without limiting the generality of the foregoing, Borrower shall, within 45 days after the date hereof, establish a Blocked Account with a bank acceptable to Lender, to replace the Blocked Account with Summit Bank.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one two (12) business day days following the date of receipt of immediately available funds by Lender in the Payment Account provided Account. For purposes of calculating the amount of the Revolving Loans available to Borrower such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a1) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such Canadian banks as are acceptable to Lender into which Borrower shall promptly shall, in accordance with Lender's instructions, promptly, and any other Subsidiary of GLC may, deposit and direct its account debtors that remit payments by electronic funds transfers to directly remit remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral or repayment of any loans or advances made to GLC, GL UK, GIFL, or any US Borrower in the identical form in which such payments are made, whether by cash, check cheque or other manner. The banks at which the a Blocked Accounts are Account is established shall enter into an agreement, in form and substance satisfactory to Lender, providing (unless otherwise agreed to by Lender) that all items received or deposited in such Blocked Account (other than the Blocked Accounts proceeds of accounts receivable or other property of any Subsidiary of GLC that is not Borrower or Obligor) are the property Collateral of Lender, that the depository bank has no lien upon, or right to setoff against, against the Blocked AccountsAccount, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts Account or to such other bank account of Lender as Lender may from time to time designate for such purpose (the "Payment Account"). Borrower agrees that all payments made to such amounts deposited in the Blocked Accounts Account or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise (other than the proceeds of accounts receivable or other property of any Subsidiary of GLC that is not Borrower or Obligor) shall be the property Collateral of Lender.
(b2) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided Account. For purposes of calculating the amount of the Revolving Loans available to Borrower such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan account on such day, and if not, then on the next business Business Day. If no monetary obligations by Borrower are outstanding on any day, but monetary obligations under the US Facility or the UK Facility are outstanding, or any Letter of Credit Accommodations, US Letter of Credit Accommodations or UK Letter of Credit Accommodations are outstanding on such day, Borrower shall pay interest at the applicable rate set forth in Section 3.1 on the amount of any payments or other funds that are received by Lender (irrespective of the characterization of whether receipts are owned by Lender or Borrower) for such day. If no monetary obligations under this Agreement, the US Facility or the UK Facility are outstanding and no Letter of Credit Accommodations, US Letter of Credit Accommodations or UK Letter of Credit Accommodations are outstanding on any day, no interest shall be charged to Borrower on the amount of any payments or other funds that are received by Lender for such day. If Lender receives funds in a Payment Account at any time at which no Obligations, contingent or otherwise, are outstanding or in excess of such outstanding Obligations, Lender shall transfer such funds to Borrower at such account as Borrower may direct, provided that Borrower shall, at Lender's request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to Lender a cash collateral agreement in form and substance satisfactory to Lender providing to Lender a first priority Lien over such account.
(c3) Borrower and all of its affiliates, subsidiariesSubsidiaries, shareholders, directors, employees or agents shall, acting as trustee holding the same in trust for Lender, receive, as the property of Lender, any monies, checkscheques, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked AccountsAccounts or the Payment Accounts as applicable, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account or Payment Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts or the Payment Accounts arising out of Lender's payments to or indemnification of such bank or person, unless such payment or indemnification obligation of Lender was a result of Lender's gross negligence or wilful misconduct. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Geologistics Corp)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied 21 (conditional upon final collection) to the Obligations one two (12) business day day(s) following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Centennial Technologies Inc)
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are reasonably acceptable to Lender into which Borrower Borrowers shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance reasonably satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Each Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents employees, agents, Subsidiaries and other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.be
Appears in 1 contract
Samples: Loan and Security Agreement (Waxman Industries Inc)
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower Borrowers shall promptly deposit and direct its their account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account account(s) on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account account(s) on such day, and if not, then on the next business day.
(c) Each Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with any Borrower's own funds. Each Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower Borrowers shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Each Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents employees, agents, Subsidiaries and other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with a Borrower's own funds. Each Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Canadian Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "“Blocked Accounts"), ”) as Lender may specify, and Lender may establish and maintain bank accounts of Lender (“Payment Accounts”) in each case with such banks as are acceptable to Lender into which Canadian Borrower shall shall, in accordance with Lender’s instructions, promptly deposit deposit, and direct its account debtors that remit payments by electronic funds transfers to directly remit remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check cheque or other manner. The banks at which the Blocked Accounts are established shall enter into an agreementagreement (each, a “Blocked Account Agreement”), in form and substance satisfactory to Lender, acting reasonably, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien Lien upon, or right to setoff set-off against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the Payment Accounts or such other bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account")purpose. Canadian Borrower agrees that all payments made to such Blocked Accounts or Payment Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise otherwise, shall be the property of Lender.
(b) For purposes Notwithstanding Section 6.3(a) above, Lender, at the request of calculating the amount of the Loans available to Canadian Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) shall provide Canadian Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their Subsidiaries (if applicable) with dominion and control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from over the Blocked Accounts arising out of Lender's payments to or indemnification (and other accounts of such bank or person. The obligation Subsidiaries, if applicable) by suspending (the “Suspension”) the operation of Borrower certain provisions of such Blocked Account Agreements by executing and delivering a notice (each, a “Cash Dominion and Control Release Notice”), in substantially the form attached as Schedule 6.3 hereto and in form and substance satisfactory to reimburse Lender Lender, to the banks party to such Blocked Account Agreements provided:
(i) during, but only for such amounts pursuant so long as the Suspension is in effect, the definition of Borrowing Base set forth in Section 1.9 of the Loan Agreement shall be deemed amended to this Section 6.3 shall survive the termination or non-renewal of this Agreement.provide as follows:
Appears in 1 contract
Samples: Loan Agreement (SMTC Corp)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
Lender (b) For purposes of calculating the amount of the Loans available except with respect to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited deposits in the Blocked Accounts, or remit the same or cause the same Accounts remitted directly to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.an
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, and shall cause Quad Europe to establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower and Quad Europe shall promptly deposit and direct its their respective account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). All items received or deposited in the Blocked Accounts of Quad Europe shall be transferred on a daily basis to another Blocked Account in the United States and from such Blocked Account in the United States shall be transferred on a daily basis to the Payment Account. Borrower agrees and Quad Europe agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on in respect of the Accounts or Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of LenderLender to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's reasonable, usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's reasonable, usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower Borrower, Quad Europe and all of its affiliates, subsidiaries, their respective shareholders, directors, employees employees, agents, Subsidiaries or agents other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's or Quad Europe's own funds. Borrower agrees and Quad Europe agree to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation obligations of Borrower and Quad Europe to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Quad Systems Corp /De/)
Collection of Accounts. (a) Each Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender Agent may specify, with such banks as are acceptable to Lender Agent (which as of the date hereof consists only of Huntington National Bank) into which Borrower Borrowers shall promptly deposit and direct its their respective account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to LenderAgent, providing that all items received or deposited in the Blocked Accounts are the property of LenderAgent, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that with respect to the Blocked Accounts, the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the such Blocked Accounts to such bank account of Lender Agent as Lender Agent may from time to time designate for such purpose ("Payment Account"). Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether on in respect of the Accounts or Accounts, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of LenderAgent and Lenders to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with LenderAgent's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender Agent in the Payment Account provided such payments or other funds and notice thereof are received in accordance with LenderAgent's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Each Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents and Subsidiaries shall, acting as trustee for LenderAgent and Lenders, receive, as the property of Lenderagent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to LenderAgent. In no event shall the same be commingled with a Borrower's own funds. Borrowers have closed and terminated the lockboxes previously maintained by Borrowers at Bank of America, N.A., Bank One and PNC Bank, N.A. and does not currently maintain any lockboxes at such banks. Each Borrower agrees to reimburse Lender Agent and Lenders on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent's or any Lender's payments to or indemnification of such bank or personperson in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligation of Borrower Borrowers to reimburse Lender Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, and Lender may establish and maintain bank accounts of Lender ("Payment Accounts") in each case with such banks as are acceptable to Lender into which Borrower shall shall, in accordance with Lender's instructions, promptly deposit and direct its account debtors that remit payments by electronic funds transfers to directly remit remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check cheque or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, against the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the Payment Accounts or such other bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account")purpose. Borrower agrees that all payments made to such Blocked Accounts or Payment Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following on the date Business Day of receipt of immediately available funds by Lender in the applicable Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. If Lender receives funds in a Payment Account at any time at which no Obligations are outstanding or in excess of such outstanding Obligations, Lender shall transfer such funds to Borrower at such account as Borrower may direct, provided that Borrower shall, at Lender's request at any time a Default has occurred and is continuing or Excess Availability is less than the US Dollar Amount of Five Million US Dollars (US $5,000,000), deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to Lender a cash collateral agreement in form and substance satisfactory to Lender providing to Lender a first priority security interest over such account.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checkscheques, notes, drafts or any other payment relating to and/or proceeds of Accounts Accounts, Inventory or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account or Payment Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts or the Payment Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan Agreement (Galey & Lord Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Days following the date of receipt of immediately available funds by Lender in the Payment Account provided Account, or one (1) Business Day following the date of receipt of funds that are not immediately available to Lender in the Payment Account, as applicable. For purposes of calculating the amount of the Revolving Loans available to Borrower such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. In the event that there are no outstanding monetary Obligations at the time such payments or other funds are received, Borrower shall pay a Lender a charge (the "Float Charge") in an amount equal to interest at the Reduced Prime Rate on the amount of such payment or other funds, for one (1) Business Day following the date of receipt of immediately available funds by Lender in the Payment Account, or two (2) Business Days following the date of receipt of funds that are not immediately available to Lender in the Payment Account, as applicable.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person, unless such payment or indemnification obligation of Lender was a result of Lender's gross negligence or willful misconduct. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Microtel International Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided Account. If and when Borrower is permitted to and does deliver remittances directly to Lender rather than deposit them into a Blocked Account, such remittances will be applied (conditional upon final collection) for purposes of calculating interest two (2) business days following date of receipt. For purposes of calculating the amount of the Revolving Loans available to Borrower such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own fundsfunds or the funds of any other Person. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or personPerson. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender Agent may specify, with such banks as are acceptable to Lender Agent into which Borrower Borrowers shall promptly deposit and direct its their account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Revolving Loan Priority Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established Borrowers shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upondeliver, or right cause to setoff againstbe delivered to Agent, the a Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Accounts, the items received for deposit therein, Account is maintained as provided in Section 5.2 hereof or the funds at any time and from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into Agent may become bank's customer with respect to the Blocked Accounts to and promptly upon Agent's request, Borrowers shall execute and deliver such bank account of Lender agreements or documents as Lender Agent may from time to time designate for such purpose ("Payment Account")require in connection therewith. Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by LenderAgent, whether on in respect of the Accounts or as proceeds of Inventory Receivables or other Revolving Loan Priority Collateral or otherwise shall be treated as payments to Agent for the benefit of itself and Lenders in respect of the Obligations and therefore shall constitute the property of LenderAgent and Lenders to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender Agent of immediately available funds in the Agent Payment Account or the Canadian Payment Account (as the case may be) provided such payments and notice thereof are received in accordance with LenderAgent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account account(s) on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender Agent in the Agent Payment Account or the Canadian Payment Account (as the case may be) provided such payments or other funds and notice thereof are received in accordance with LenderAgent's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business dayBusiness Day and such amount shall be retained by the Agent. In the event that at any time or from time to time there are no Loans outstanding, Borrowers shall pay an administrative charge to Agent in an amount equivalent to the interest Borrowers would have paid for such Business Day had there been Loans outstanding on such day which charge shall be paid to Agent.
(c) Each Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees employees, agents, Subsidiaries or agents other Affiliates shall, acting as trustee for LenderAgent and Lenders, receive, as the property of LenderAgent and Lenders, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Revolving Loan Priority Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to LenderAgent for the benefit of itself and Lenders. In no event shall the same be commingled with any Borrower's own funds. Each Borrower agrees to reimburse Lender Agent and Lenders on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent's or any Lender's payments to or indemnification of such bank or person. The obligation of Borrower Borrowers to reimburse Lender Agent and Lenders for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
(d) No Borrower shall permit any payment relating to or constituting proceeds of Collateral other than Revolving Loan Priority Collateral to be deposited into any Blocked Account or the Agent Payment Account or the Canadian Payment Account. All payments relating to or constituting proceeds of Collateral other than Revolving Loan Priority Collateral shall be made to the account of the Term Loan Agent set forth in the Term Loan Agreement or as otherwise provided under the Term Loan Agreement. Borrowers shall immediately notify Agent if any payment or deposit is made contrary to this provision.
Appears in 1 contract
Samples: Loan Agreement (Clean Harbors Inc)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit deposit, and shall direct its account debtors to directly remit remit, all cash payments received by Borrower (or, in the case of account debtors, payable to Borrower), including, without limitation, all payments on Accounts and in respect of Accounts, all payments constituting proceeds of Inventory or other Collateral Collateral, all tax, duty and other cash refunds, and all other cash payments, in each case in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender Agent may specify, with such banks as are acceptable to Lender Agent into which Borrower Borrowers shall promptly deposit and direct its their respective account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established Borrowers shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upondeliver, or right cause to setoff againstbe delivered to Agent a Deposit Account Control Agreement duly authorized, the executed and delivered by each bank where a Blocked Accounts, the items received for deposit therein, Account is maintained as provided in Section 5.2 hereof or the funds at any time and from time to time on deposit therein and that Agent may become the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into bank's customer with respect to any of the Blocked Accounts to and promptly upon Agent's request, Borrowers shall execute and deliver such bank account of Lender agreements and documents as Lender Agent may from time to time designate for such purpose ("Payment Account")require in connection therewith. Each Borrower and Guarantor agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent or any Lender, whether on in respect of the Accounts or Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of LenderAgent and Lenders to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Loans available to each Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with LenderAgent's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with LenderAgent's usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Agent shall be entitled to an administrative fee in an amount equivalent to the Interest Rate for Prime Rate Loans (on a per annum basis) multiplied by the amount of the funds received in the Blocked Account for such day as calculated by Agent in accordance with its customary practice. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent.
(c) Each Borrower and all of its affiliates, subsidiaries, Guarantor and their respective shareholders, directors, employees employees, agents, Subsidiaries or agents other Affiliates shall, acting as trustee for LenderAgent, receive, as the property of LenderAgent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to LenderAgent. In no event shall the same be commingled with any Borrower's or Guarantor's own funds. Borrower agrees Borrowers agree to reimburse Lender Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other deposit account or investment account is established or any other bank bank, financial institution or other person involved in the transfer of funds to or from the Blocked Accounts arising out of LenderAgent's payments to or indemnification of such bank bank, financial institution or other person. The obligation obligations of Borrower Borrowers to reimburse Lender Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Universal Automotive Industries Inc /De/)
Collection of Accounts. (a) Canadian Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "“Blocked Accounts"), ”) as Lender may specify, and Lender may establish and maintain bank accounts of Lender (“Payment Accounts”) in each case with such banks as are acceptable to Lender into which Canadian Borrower shall shall, in accordance with Lender’s instructions, promptly deposit deposit, and direct its account debtors that remit payments by electronic funds transfers to directly remit remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check cheque or other manner. The banks at which the Blocked Accounts are established shall enter into an agreementagreement (each, a “Blocked Account Agreement”), in form and substance satisfactory to Lender, acting reasonably, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien Lien upon, or right to setoff set-off against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the Payment Accounts or such other bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account")purpose. Canadian Borrower agrees that all payments made to such Blocked Accounts or Payment Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise otherwise, shall be the property of Lender.
(b) Notwithstanding Section 6.3(a) above, Lender, at the request of Canadian Borrower, shall provide Canadian Borrower and its Subsidiaries (if applicable) with dominion and control over the Blocked Accounts (and other accounts of such Subsidiaries, if applicable) by suspending (the “Suspension”) the operation of certain provisions of such Blocked Account Agreements by executing and delivering a notice (each, a “Cash Dominion and Control Release Notice”), in substantially the form attached as Schedule 6.3 hereto and in form and substance satisfactory to Lender, to the banks party to such Blocked Account Agreements provided:
(i) Canadian Borrower pays Lender an account dominion and control release fee of US$350,000, which shall be fully earned as of and payable on the date of each such request and payment of such fee by Canadian Borrower shall be deemed to be payment by US Borrowers of the same fee set out in Section 6.3(b) of the US Loan Agreement;
(ii) during the Suspension, the amount of Total Excess Availability is not less than the greater of (A) US$2,500,000 or (B) twenty-five (25%) percent of the sum of the then outstanding and unpaid Revolving Loans and Revolving Loans (as defined in the US Loan Agreement), in either case, for a period in excess of three (3) Business Days; and
(iii) the applicable Interest Rate payable by Canadian Borrower to Lender shall be increased by one (1%) percent. Canadian Borrower and Lender agree that the Suspension shall be in effect (A) upon execution and delivery of the applicable Cash Dominion and Control Release Notice by Lender and the applicable bank and (B) only so long as (1) the Total Excess Availability test set out in subparagraph (b)(ii) immediately above is satisfied and (2) no Event of Default exists or has occurred and is continuing. For greater certainty, Canadian Borrower acknowledges and agrees that any Suspension shall immediately be terminated, and Lender shall immediately have dominion and control over the Blocked Accounts pursuant to the Blocked Account Agreements, at any time that the Total Excess Availability test set out in subparagraph (b)(ii) immediately above is not satisfied or an Event of Default exists or has occurred and is continuing and Lender may, but shall not be obligated, to provide notice to the bank party to the applicable Blocked Account Agreement notifying it of the termination of the Suspension.
(c) For purposes of calculating the amount of the Loans available to Canadian Borrower, such payments referred to in Section 6.3(a) above will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Canadian Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following on the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Canadian Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. If Lender receives funds in a Payment Account at any time at which no Obligations are outstanding or in excess of such outstanding Obligations, Lender shall transfer such funds to Canadian Borrower at such account as Canadian Borrower may direct, provided that Canadian Borrower shall, at Lender’s request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to Lender a cash collateral agreement in form and substance satisfactory to Lender providing to Lender a first priority Lien over such account.
(cd) Except during a Suspension, Canadian Borrower and all of its affiliates, subsidiariesSubsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checkscheques, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or the Payment Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event event, other than during a Suspension, shall the same be commingled with Canadian Borrower's ’s own funds. Canadian Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account or Payment Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts or the Payment Accounts arising out of Lender's ’s payments to or indemnification of such bank or person. The obligation of Canadian Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.”
(e) Section 9.22 (“EBITDA”) of the Loan Agreement is hereby deleted and replaced with the following:
Appears in 1 contract
Samples: Loan Agreement (SMTC Corp)
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked AccountsBLOCKED ACCOUNTS"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment AccountPAYMENT ACCOUNT"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "“Blocked Accounts"), as Lender may specify, ”) with such banks as are acceptable to Lender into which Borrower shall and Obligors shall, in accordance with Lender’s instructions, promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral Collateral; provided that, prior to the occurrence and continuation of an Event of Default, Obligors agreement to deposit hereunder shall be limited to payments and proceeds received by such Obligor in Canada, the identical form in which such payments are madeUnited States and the United Kingdom. Upon the occurrence and during the continuation of an Event of Default, whether by cashLender may, check or other mannerand Borrower and each Obligor shall upon Lender’s request, direct Borrower’s, and each Obligor’s account debtors to directly remit all payment on Accounts to the Blocked Accounts. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("“Payment Account"”). Borrower and each Obligor agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be subject to the property security of LenderLender and/or Agents.
(b) For purposes of calculating the amount of the Revolving Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the a Payment Account provided such payments and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following on the date of receipt of immediately available funds by Lender in the applicable Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. If Lender receives funds in a Payment Account at any time at which no Obligations are outstanding or in excess of such outstanding Obligations, Lender shall transfer such funds to Borrower at such account as Borrower may direct; provided that Borrower shall, at Lender’s request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to Lender a cash collateral agreement in form and substance satisfactory to Lender providing to Lender and/or Agents a first priority Lien over such account.
(c) Borrower and all of its affiliates, subsidiaries, each Obligor and the shareholders, directors, employees or and/or agents of Borrower and each Obligor shall, acting as trustee for Lender, receive, as the property security of LenderLender and/or Agents, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In , but in no event shall any of the same foregoing monies, checks, notes, drafts or any other such payment be commingled with Borrower's own ’s or an Obligor’s other funds; provided that, prior to the occurrence and continuation of an Event of Default, Obligors (and the shareholders, directors, employees and/or agents of such Obligor) agreement to deposit and remit hereunder shall be limited to monies, checks, notes, drafts or any other payment and proceeds received by such Obligor in Canada, the United States and the United Kingdom. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's ’s payments to to, or indemnification of of, such bank or personperson (other than to the extent that such amount arises directly from Lender’s or such other party’s negligence or willful misconduct). The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 5.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, a blocked accounts account or lockboxes and related blocked accounts (in either case, each a "Blocked Account" and collectively the "Blocked Accounts"), as Lender may specify, with such bank or banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks Each bank at which the a Blocked Accounts are Account is established shall enter into an agreement, in form and substance satisfactory to Lender, providing (unless otherwise agreed to by Lender) that all items received or deposited in the such Blocked Accounts Account are the property Collateral of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the such Blocked Accounts Account to such bank account of Lender as Lender may from time to time designate for such purpose (the "Payment Account"). Borrower agrees that all payments made to such amounts deposited in the Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory Inventory, the collection of Accounts or other Collateral or otherwise shall be the property Collateral of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business Business Day. If no monetary obligations by Borrower are outstanding on any day, Borrower shall pay interest at the applicable rate set forth in Section 3.1(a) on the amount of any payments or other funds that are received by Lender (irrespective of the characterization of whether receipts are owned by Lender or Borrower) for such day.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, cash, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or from sales of Inventory or other Collateral which come into their possession or under their control and immediately upon receipt thereof, 42 shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same any such monies, checks, notes, drafts or other payments be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person, unless such payment or indemnification obligation of Lender was a result of Lender's gross negligence or willful misconduct. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 6.4 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "the “Blocked Accounts"”), as Lender Agent may specify, and Agent may establish and maintain bank accounts of Agent (“Payment Accounts”) in each case with such banks as are acceptable to Lender Agent into which Borrower shall shall, in accordance with Agent’s instructions, promptly deposit and direct its account debtors that remit payments by electronic funds transfers to directly remit remit, all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral Collateral, with the exception of payments received in connection with Excluded Accounts, in the identical form in which such payments are made, whether by cash, check cheque or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to LenderAgent, providing that all items received or deposited in the Blocked Accounts are subject to the property first priority Lien of LenderAgent, that the depository bank has no lien Lien upon, or right to setoff against, set-off against the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that upon receipt of Agent’s notice that a Cash Dominion Event has occurred and is continuing, the depository bank will will, without further inquiry, wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to the Payment Accounts or such other bank account of Lender Agent as Lender Agent may from time to time designate for such purpose ("Payment Account")purpose. Borrower agrees that all payments made to such Blocked Accounts shall be subject to the first priority security interest of Agent for the benefit of Secured Parties and that all payments made, in accordance with this Section, to such Payment Accounts or other funds received and collected by LenderAgent, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of LenderAgent on behalf of Secured Parties to the extent of any outstanding Obligations.
(b) For Such payments made to the Payment Account (conditional upon final collection which may be subject to fees, expenses and charges resulting from things such as the dishonour of cheques), will be applied, for all purposes, including for purposes of calculating the amount of the Revolving Loans available to BorrowerBorrower and of calculating interest on the Loans, such payments will be applied (conditional upon final collection) to the Obligations Loans on the business day same Business Day of receipt by Lender Agent of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. For If Agent receives funds in a Payment Account at any time at which no Loans are outstanding or in excess of then outstanding Loans, Agent shall hold such funds in trust for Borrower and shall, if no Default or Event of Default has occurred and is continuing, by no later than the purposes of calculating interest on the Obligations, such payments or other funds received will be applied Business Day following receipt by Agent of: (conditional upon final collectioni) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account Account, provided such payments or other funds and notice thereof are received in accordance with Lender's Agent’s usual and customary practices as in effect from time to time time; and within sufficient time (ii) a direction from Borrower to credit Borrower's loan account advance such funds, advance such excess funds to the Blocked Account. Agent shall no later than the Business Day following the day on such daywhich there ceases to be a Cash Dominion Event, and if not, then on deliver to the next business daybank at which the Blocked Account is maintained an executed “Unblocked Notice” in the form attached to the Blocked Account Agreement.
(c) Borrower and all of its affiliates, subsidiariesSubsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, shall receive, as subject to the property first priority security interest of LenderAgent, for the benefit of Secured Parties, any monies, checkscheques, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral Collateral, with the exception of Excluded Accounts, which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own fundsAgent. Borrower agrees to reimburse Lender Agent on demand for any amounts owed or paid by Agent to any bank at which a Blocked Account or Payment Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts or the Payment Accounts arising out of Lender's Agent’s required payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Imax Corp)
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are reasonably acceptable to Lender into which Borrower Borrowers shall promptly deposit and direct its their account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check check, credit card sales drafts, credit card sales or charge slips or other manner. The banks Each bank at which the a Blocked Accounts are Account is established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the such Blocked Accounts Account are the property of Lender, that the depository such bank has no lien upon, or right to setoff against, the such Blocked AccountsAccount, the items received for deposit therein, or the funds from time to time on deposit therein therein, and that the depository such bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, at such time as Lender shall direct, all funds received or deposited into the such Blocked Accounts Account to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees Lender shall instruct each depository bank at which a Blocked Account is maintained to transfer the funds on deposit in such Blocked Account to such operating bank account of Borrowers as Borrowers may specify in writing to Lender (each an "Operating Account") until such time as Lender shall notify such bank otherwise. Lender may give instructions ("Sweep Instructions") to each bank at which a Blocked Account is maintained to transfer all funds received or deposited into such Blocked Accounts to the Payment Account if, at any time: (i) an Event of Default, or event which with notice or passage of time or both would constitute an Event of Default, shall exist, or (ii) Borrowers have Excess Availability of less than $5,000,000 for three (3) consecutive days, provided, however, that in the event that, after the date on which Lender gives Sweep Instructions to such banks, Borrowers have Excess Availability greater than $5,000,000 for a period of thirty (30) consecutive days, then, on the first day following the expiration of such period, so long as no Event of Default has occurred and is then continuing, Lender shall revoke the Sweep Instructions previously given by it, and each such bank may resume the transfer of funds on deposit in the applicable Blocked Account to the applicable Operating Account. Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and by 12:00 noon New York City time or, at Lender's discretion, otherwise within sufficient time to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business Business Day. Until the date Lender notifies the depository banks at which the Blocked Accounts are maintained to direct payment to the Payment Account in accordance with Section 6.3(a), Lender shall be entitled to charge Borrowers an administrative fee equivalent to the interest Lender would have received for the Collection Period (as defined below) had the funds deposited in the Blocked Account on such day been transferred from the Blocked Account to the Payment Account on such day. For If Lender notifies the depository banks at which the Blocked Accounts are maintained to direct payment to the Payment Account in accordance with the terms of Section 6.3(a), then, for purposes of calculating interest on the Obligations, such payments or other funds received in the Payment Account will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account (the "Collection Period"), provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and by 12:00 noon New York City time, or, at Lender's discretion, otherwise within sufficient time to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business Business Day. Prior to the Lender notifying the depository banks at which the Blocked Accounts are maintained to direct payment to the Payment Account in accordance with Section 6.3(a), for purposes of calculating interest on the Obligations, payments or other funds received in the Payment Account will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt of immediately available funds by Lender in the Payment Account, provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and by 12:00 noon New York City time, or, at Lender's discretion, otherwise within sufficient time to credit Borrowers' loan account on such day, and if not, then on the next Business Day.
(c) Borrower Borrowers and all of its their affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts drafts, credit card sales drafts, credit card sales or charge slips or receipts, or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's Borrowers' own funds. Borrower agrees Borrowers agree to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.the
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its their expense, blocked accounts or lockboxes lock boxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its their account debtors debtors, to directly remit all payments on Receivables, including Accounts and all payments constituting proceeds of Inventory Inventory, Equipment or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory Inventory, Equipment or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1one(1) business day day(s) following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day.
(c) Borrower and all of its affiliates, subsidiariesSubsidiaries and other Affiliates, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's ’s own funds. Borrower agrees agree to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
(d) In addition to the account referred to in Section 6.3(a) hereof, Borrower may establish and maintain, at their expense, deposit account arrangements with the banks set forth on Schedule 8.8 hereto. The banks set forth on Schedule 8.8 hereto constitute all of the banks with whom Borrower has deposit account arrangements as of the date hereof and identifies each of the deposit accounts at such banks and describes the nature of the use of such deposit account by Borrower. Borrower shall deposit all proceeds from sales of Inventory in every form (including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts and the collections and proceeds thereof in whatever form) from each location of Borrower and all proceeds of Collateral, on each business day into the deposit accounts of Borrower used solely for such purpose and identified to each location as set forth on Schedule 8.8 hereto. Borrower shall irrevocably authorize and direct in writing, in form and substance satisfactory to Lender, each of the banks into which proceeds from sales of Inventory from each location of Borrower and any and all other proceeds of Collateral are at any time deposited as provided above to send by wire transfer on a daily basis, to an account or accounts designated by Lender, all funds deposited in such account, and shall irrevocably authorize and direct in writing its account debtors, to directly remit payments on its Accounts, Receivables and all other payments constituting proceeds of Inventory and collections to the Blocked Accounts described in Section 6.3(a) above.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "“Blocked Accounts"”), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall shall, in accordance with Lender’s instructions, promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Upon the occurrence and during the continuation of an Event of Default, Lender may, and Borrower shall upon Lender’s request, direct Borrower’s, MCE’s and MCC’s account debtors to directly remit all payment on Accounts to the Blocked Accounts. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("“Payment Account"”). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property security of LenderLender and/or US Collateral Agent.
(b) For purposes of calculating the amount of the Revolving Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the a Payment Account provided such payments and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following on the date of receipt of immediately available funds by Lender in the applicable Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's ’s usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's ’s loan account on such day, and if not, then on the next business dayBusiness Day. If Lender receives funds in a Payment Account at any time at which no Obligations are outstanding or in excess of such outstanding Obligations, Lender shall transfer such funds to Borrower at such account as Borrower may direct; provided that Borrower shall, at Lender’s request, deposit such funds to an account maintained at the bank at which the Payment Accounts are maintained and, prior to such transfer, shall execute and deliver to Lender a cash collateral agreement in form and substance satisfactory to Lender providing to Lender and/or US Collateral Agent a first priority Lien over such account.
(c) Borrower and all of its affiliatesU.S., U.K. and Canadian affiliates and subsidiaries, and the shareholders, directors, employees or and/or agents of Borrower and each such affiliate and subsidiary shall, acting as trustee for Lender, receive, as the property security of LenderLender and/or US Collateral Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In , but in no event shall any of the same foregoing monies, checks, notes, drafts or any other such payment be commingled with Borrower's own ’s other funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's ’s payments to to, or indemnification of of, such bank or personperson (other than to the extent that such amount arises directly from Lender’s or such other party’s negligence or willful misconduct). The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 5.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower Borrowers shall establish and maintain, at its their joint and several expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower Borrowers shall promptly deposit and direct its their account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property Property of Lender, that the depository bank has no lien Lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on in respect of the Accounts Receivables, or as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the property Obligations and therefore shall constitute the Property of LenderLender to the extent of the then outstanding Obligations.
(b) For purposes of calculating the amount of the Revolving Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers' loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Borrower Borrowers and all of its affiliates, subsidiaries, their shareholders, directors, employees employees, agents, Subsidiaries or agents other Affiliates shall, acting as trustee for Lender, receive, as the property Property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's Borrowers' own funds. Borrower agrees Borrowers agree to jointly and severally reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person Person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or personPerson. The obligation of Borrower Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-non- renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided Account, or two (2) Business Days following the date of receipt of funds that are not immediately available to Lender in the Payment Account, as applicable. For purposes of calculating the amount of the Revolving Loans available to Borrower such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. In the event that there are no outstanding monetary Obligations at the time such payments or other funds are received, Borrower shall pay Lender a charge in an amount equal to interest at the Reduced Prime Rate on the amount of such payment or other funds, for one (1) Business Day following the date of receipt of immediately available funds by Lender in the Payment Account, or two (2) Business Days following the date of receipt of funds that are not immediately available to Lender in the Payment Account, as applicable.
(c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person, unless such payment or indemnification obligation of Lender was a result of Lender's gross negligence or willful misconduct. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Borrower shall establish and maintain, at its expense, a blocked accounts account or lockboxes and related blocked accounts (in either case, each a "Blocked Account" and collectively the "Blocked Accounts"), as Lender may specify, with such bank or banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks Each bank at which the a Blocked Accounts are Account is established shall enter into an agreement, in form and substance satisfactory to Lender, providing (unless otherwise agreed to by Lender) that all items received or deposited in the such Blocked Accounts Account are the property Collateral of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the such Blocked Accounts Account to such bank account of Lender as Lender may from time to time designate for such purpose (the "Payment Account"). Borrower agrees that all payments made to such amounts deposited in the Blocked Accounts Account(s) or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory Inventory, the collection of Accounts or other Collateral or otherwise shall be the property Collateral of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided Account, or two (2) Business Days following the date of receipt of funds that are not immediately available to Lender in the Payment Account, as applicable. For purposes of calculating the amount of the Revolving Loans available to Borrower such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit Borrower's loan account on such day, and if not, then on the next business Business Day. If no monetary obligations by Borrower are outstanding on any day, Borrower shall pay interest at the applicable rate set forth in Section 3.1(a) on the amount of any payments or other funds that are received by Lender (irrespective of the characterization of whether receipts are owned by Lender or Borrower) for such day.
(c) Borrower and all of its affiliatesAffiliates, subsidiariesSubsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, cash, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or from sales of Inventory or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same any such monies, checks, notes, drafts or other payments be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person, unless such payment or indemnification obligation of Lender was a result of Lender's gross negligence or willful misconduct. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Samples: Loan and Security Agreement (Source Interlink Companies Inc)
Collection of Accounts. (a) Borrower At Lender’s request, Borrowers shall establish and maintain, at its their expense, blocked accounts or lockboxes lock boxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Lender. Each Borrower shall promptly deposit and direct its their respective account debtors debtors, to directly remit all payments on Receivables, including Accounts and all payments constituting proceeds of Inventory Inventory, Equipment or other Collateral in the identical form in which such payments are made, whether by cash, check or other mannermanner into such accounts as Lender may specify, which may be a Blocked Account or an account(s) of Lender (“Lender Accounts”). The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked AccountsAccount(s) or Lender Account, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available fundsfunds and in the Reference Currency on a not less than weekly basis all funds received or deposited into the Blocked Accounts to (i) such bank accounts of Lender as Lender may from time to time designate for such purpose in Lender’s discretion(“Payment Account[s]”) and (ii) in Lenders discretion, such bank accounts as Lender may from time to time designate for such purpose(which may or may not be an account of Lender) ("Intermediate Account)"). Lender will wire, or otherwise transfer, in immediately available funds and in the Reference Currency on a not less than weekly basis all funds received or deposited into the Lender Accounts to such bank accounts of Lender as Lender may from time to time designate for such purpose in Lender’s discretion(“Payment Account[s]”). The bank at which an Intermediate Account is established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Intermediate Account are the property of Lender and that the depository bank will wire, or otherwise transfer, in immediately available funds and in the Reference Currency, on a daily basis, all funds received or deposited into the Blocked Accounts Intermediate Account to such bank account accounts of Lender as Lender may from time to time designate for such purpose ("“Payment Account"”). Borrower agrees Borrowers agree that all payments made to such Blocked Accounts or Lender Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory Inventory, Equipment or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Reference Currency in the applicable Payment Account Account, provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers’ loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1one(1) business day Business Day(s) following the date of receipt of immediately available funds by Lender in the applicable Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's Borrowers’ loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Each Borrower and all of its affiliates, subsidiariestheir respective Subsidiaries and other Affiliates, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts or Lender Accounts, as has been specified by Lender, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with a Borrower's ’s own funds. Borrower agrees Borrowers agree to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account or Lender Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts or Lender Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Each Borrower shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 6.3 hereto and after prior written notice to Lender, subject to Section 9.13, such other banks as Borrower may hereafter select as are acceptable to Lender. The banks set forth on Schedule 6.3 constitute all of the banks with whom each Borrower has deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to a location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower.
(b) Each Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on in respect of the Accounts or Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Lender in respect of the Obligations and therefore shall constitute the property of LenderLender to the extent of the then outstanding Obligations.
(bc) For purposes of calculating the amount of the Loans available to BorrowerBorrowers, such payments will be applied (conditional upon final collection) to the Obligations on the business day Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(cd) Each Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees employees, agents, Subsidiaries or agents other Affiliates shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Receivables or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with a Borrower's own funds. Each Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower Borrowers to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
Appears in 1 contract
Collection of Accounts. (a) Each Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which each Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender.
(b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day Business Day following the date of receipt of immediately available funds by Lender in the Payment Account provided Account. For purposes of calculating the amount of the Revolving Loans available to a Borrower such payments or other funds and notice thereof will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender in the Payment Account, if such payments are received within sufficient time (in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time time) to credit such Borrower's loan account on such day, and if not, then on the next business dayBusiness Day.
(c) Each Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with any Borrower's own funds. Each Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of each Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.
(d) Each of the Borrowers and Guarantors agrees that the collection of Accounts of HI Delaware, Calvxx Xxxix Xxxe, Inc., and R.
A. Xxxxxx xxx Company may be deposited to a single Blocked Account in the name of HI Delaware and credited to the loan account of HI Delaware until such Borrowers report to Lender on the actual allocation of such collections among such Borrowers. For the purposes of determining the amount of Revolving Loans available to such Borrowers prior to such actual allocation of any day's collections, Lender may deem such collections to be allocated among such Borrowers in the same proportions as the average daily collection of such Borrowers during the most recently ended six-month period. Such Borrowers agree to report to Lender the actual allocations of a day's collections within three Business Days after receipt of detailed deposit information for such collection from the bank maintaining the applicable Blocked Account, or at such other times as Lender may agree.
Appears in 1 contract
Samples: Loan and Security Agreement (Decorative Home Accents Inc)
