Common use of Collection of Contracts; Payments Clause in Contracts

Collection of Contracts; Payments. (a) While any portion of the Revolving Loans are unpaid, the Borrower shall immediately, upon receipt thereof, deposit all proceeds of the Collateral (including all payments received in connection with the Contracts) into a Payment Account, which Payment Account shall be subject to the terms of a Blocked Account Agreement, on terms acceptable to Agent, between the Borrower, the Agent and the applicable bank. From and after, the Amendment No. 5 Effective Date until otherwise agreed by the Agent (the “Initial Dominion Period”), the Borrower shall not (and shall have no right to) withdraw any funds from the Payment Account and only the Agent shall have a right to withdraw any funds from the Payment Account. All funds deposited into the Payment Account during the Initial Dominion Period shall be subject solely to the direction of the Agent and the Borrower authorizes the Agent to give any notice or direction to the bank at which the Payment Account is located to effectuate the forgoing. To the extent that proceeds of Collateral are permitted by Agent to be deposited in deposit accounts that are not subject to the terms of a Blocked Account Agreement, Borrower shall transfer all such deposited funds to the Payment Account at least weekly (or more frequently if requested by the Agent). All payments from credit card issuers and credit card payment processors shall be made directly to the Payment Account. (b) If the Initial Dominion Period terminates or is no longer in effect, the Agent shall reinstate the Borrower’s right to withdraw funds from the Payment Account, provided that, if either (i) the Availability is equal to or less than five percent (5%) of the Borrowing Base or (ii) an Event of Default occurs (both (i) and (ii) are herein referred to as a “Triggering Event”), then at all times thereafter the Borrower’s right to withdraw any funds from the Payment Account shall immediately terminate and only the Agent shall have a right to withdraw any funds from the Payment Account. The Borrower authorizes the Agent to notify the bank at which the Payment Account is located upon the happening of a Triggering Event that all funds deposited into the Payment Account are subject solely to the direction of the Agent. Thereafter, the Agent shall reinstate the Borrower’s right to withdraw funds from the Payment Account in the event (i) the Availability is, at all times, greater than five percent (5%) of the Borrowing Base during any ninety (90) consecutive-day period following the date of termination of the Borrower’s withdrawal rights and (ii) no Default or Event of Default occurs during that period. (c) During the Initial Dominion Period and any other period that the Borrower’s withdrawal rights with respect to the Payment Account have been terminated, all funds deposited into the Payment Account will be the Agent’s sole Property and will be credited to the Borrower’s Loan Account (conditional upon final collection upon receipt by Agent).

Collection of Contracts; Payments. (a) While any portion of the Revolving Loans are unpaid, the Borrower shall immediately, upon receipt thereof, deposit all proceeds of the Collateral (including all payments received in connection with the Contracts) into a Payment Account, which Payment Account shall be subject to the terms of a Blocked Account Agreement, on terms acceptable to Agent, between the Borrower, the Agent and the applicable bank. From and after, the Amendment No. 5 Effective Date until otherwise agreed by the Agent (the “Initial Dominion Period”), the Borrower shall not (and shall have no right to) withdraw any funds from the Payment Account and only the Agent shall have a right to withdraw any funds from the Payment Account. All funds deposited into the Payment Account during the Initial Dominion Period shall be subject solely to the direction of the Agent and the Borrower authorizes the Agent to give any notice or direction to the bank at which the Payment Account is located to effectuate the forgoing. To the extent that proceeds of Collateral are permitted by Agent to be deposited in deposit accounts that are not subject to the terms of a Blocked Account Agreement, Borrower shall transfer all such deposited funds to the Payment Account at least weekly (or more frequently if requested by the Agent). All In addition, Borrower shall take all steps necessary to direct and cause allAll payments from credit card issuers and credit card payment processors shall toshall be made directly to the Payment AccountAccount commencing on or before January 31, 2017. (b) If the Initial Dominion Period terminates or is no longer in effect, the Agent shall reinstate the Borrower’s right to withdraw funds from the Payment Account, provided that, if either (i) the Availability is equal to or less than five percent (5%) of the Borrowing Base or (ii) an Event of Default occurs (both (i) and (ii) are herein referred to as a “Triggering Event”), then at all times thereafter the Borrower’s right to withdraw any funds from the Payment Account shall immediately terminate and only the Agent shall have a right to withdraw any funds from the Payment Account. The Borrower authorizes the Agent to notify the bank at which the Payment Account is located upon the happening of a Triggering Event that all funds deposited into the Payment Account are subject solely to the direction of the Agent. Thereafter, the Agent shall reinstate the Borrower’s right to withdraw funds from the Payment Account in the event (i) the Availability is, at all times, greater than five percent (5%) of the Borrowing Base during any ninety (90) consecutive-day period following the date of termination of the Borrower’s withdrawal rights and (ii) no Default or Event of Default occurs during that period. (c) During the Initial Dominion Period and any other period that the Borrower’s withdrawal rights with respect to the Payment Account have been terminated, all funds deposited into the Payment Account will be the Agent’s sole Property and will be credited to the Borrower’s Loan Account (conditional upon final collection upon receipt by Agent).

Collection of Contracts; Payments. (a) While Prior to the Closing Date, the Borrower shall establish a Collection Account, in accordance with the Collection Account Agreement, for collections of the Contracts at a bank acceptable to the Lender. Subject to the Lender's rights under Section 11.2 below, while any portion of the Revolving Loans are unpaid, the Borrower shall immediately, upon receipt thereof, deposit all cash proceeds of the Collateral (including including, for example, all regular monthly payments received in connection with the Contracts) into a Payment Account, which Payment Account shall be subject to the terms of a Blocked Account Agreement, on terms acceptable to Agent, between the Borrower, the Agent and the applicable bank. From and after, the Amendment No. 5 Effective Date until otherwise agreed by the Agent (the “Initial Dominion Period”), the Borrower shall not (and shall have no right to) withdraw any funds from the Payment Account and only the Agent shall have a right to withdraw any funds from the Payment Collection Account. All funds deposited into the Payment Account during the Initial Dominion Period shall be subject solely to the direction of the Agent and the Borrower authorizes the Agent to give If, at any notice or direction to the bank at which the Payment Account is located to effectuate the forgoing. To the extent that proceeds of Collateral are permitted by Agent to be deposited in deposit accounts that are not subject to the terms of a Blocked Account Agreementtime, Borrower shall transfer all such deposited funds to the Payment Account at least weekly (or more frequently if requested by the Agent). All payments from credit card issuers and credit card payment processors shall be made directly to the Payment Account. (b) If the Initial Dominion Period terminates or is no longer in effect, the Agent shall reinstate the Borrower’s right to withdraw funds from the Payment Account, provided that, if either (i) the Borrower's Excess Availability is equal to or less than five percent (5%) of the Borrowing Base ); or (ii) an Event of Default occurs (both (i) and (ii) are herein referred to as a “Triggering Event”)occurs, then at all times thereafter thereafter, the Borrower’s 's right to withdraw any funds from the Payment Collection Account shall immediately terminate and only the Agent Lender shall have a right to withdraw any funds from the Payment Collection Account. The Borrower authorizes the Agent to notify the bank at which the Payment Account is located upon the happening of a Triggering Event that all funds deposited into the Payment Account are subject solely to the direction of the Agent. Thereafter, the Agent Lender shall reinstate the Borrower’s 's right to withdraw funds from the Payment Collection Account in the event (i) the Borrower's Excess Availability is, at all times, equal to or greater than five percent (5%) of the Borrowing Base Revolving Loan balance during any ninety (90) consecutive-day period following the date of termination of the Borrower’s 's Collection Account withdrawal rights and (ii) no Default or Event of Default occurs during that period, where the Borrower's withdrawal rights were terminated because of inadequate Excess Availability, or (ii) the Lender, in its sole discretion, waives or allows to be cured (if curable) the Event of Default which resulted in the termination of the Borrower's withdrawal rights and no additional grounds for terminating the Borrower's withdrawal rights (e.g., a new Default or Event of Default) occurs during any ninety (90) consecutive-day period following the date of termination of the Borrower's Collection Account withdrawal rights, where the Borrower's withdrawal rights were terminated because of the occurrence of an Event of Default. (cb) During the Initial Dominion Period and any other period that the Borrower’s 's withdrawal rights with respect to the Payment Collection Account have been terminated, all payments, including immediately available funds deposited into received by the Payment Account Lender at a bank designated in the Collection Agreement on account of Contracts or as proceeds of other Collateral will be the Agent’s Lender's sole Property for the benefit of the Lender and will be credited to the Borrower’s 's Loan Account (conditional upon final collection upon receipt by Agentcollection).

Collection of Contracts; Payments. (a) While any portion of the Revolving Loans are unpaid, the Borrower shall immediately, upon receipt thereof, deposit all proceeds of the Collateral (including all payments received in connection with the Contracts) into a Payment Account, which Payment Account shall be subject to the terms of a Blocked Account Agreement, on terms acceptable to Agent, between the Borrower, the Agent and the bank. applicable bank. From and after, the Amendment No. 5 Effective Date until otherwise agreed by the Agent through and including June 30, 2017 (the “Initial Dominion Period”), the Borrower shall not (and shall have no right to) withdraw any funds from the Payment Account and only the Agent shall have a right to withdraw any funds from the Payment Account. All funds deposited into the Payment Account during the Initial Dominion Period shall be subject solely to the direction of the Agent and the Borrower authorizes the Agent to give any notice or direction to the bank at which the Payment Account is located to effectuate the forgoing. To the extent that proceeds of Collateral are permitted by Agent to be deposited in deposit accounts that are not subject to the terms of a Blocked Account Agreement, Borrower shall transfer all such deposited funds to the Payment Account at least weekly (or more frequently if requested by the Agent). All In addition, Borrower shall take all steps necessary to direct and cause all payments from credit card issuers and credit card payment processors shall to be made directly to the Payment AccountAccount commencing on or before January 31, 2017. (b) If the Initial Dominion Period terminates or is no longer in effectIf, the Agent shall reinstate the Borrower’s right to withdraw funds from the Payment Accountat any time, provided thatafter June 30, if 2017, either (i) the Availability is equal to or less than five percent (5%) of the Borrowing Base or (ii) an Event of Default occurs (both (i) and (ii) are herein referred to as a “Triggering Event”), then at all times thereafter the Borrower’s right to withdraw any funds from the Payment Account shall immediately terminate and only the Agent shall have a right to withdraw any funds from the Payment Account. The Borrower authorizes the Agent to notify the bank at which the Payment Account is located upon the happening of a Triggering Event that all funds deposited into the Payment Account are subject solely to the direction of the Agent. Thereafter, the The Agent shall reinstate the Borrower’s right to withdraw funds from the Payment Account in the event (i) the Availability is, at all times, greater than five percent (5%) of the Borrowing Base during any ninety (90) consecutive-day period following the date of termination of the Borrower’s withdrawal rights and (ii) no Default or Event of Default occurs during that period. (c) During the Initial Dominion Period and any other period that the Borrower’s withdrawal rights with respect to the Payment Account have been terminated, all funds deposited into the Payment Account will be the Agent’s sole Property and will be credited to the Borrower’s Loan Account (conditional upon final collection upon receipt by Agent).

Collection of Contracts; Payments. (a) While any portion of the Revolving Loans are unpaid, the Borrower shall immediately, upon receipt thereof, deposit all proceeds of the Collateral (including all payments received in connection with the Contracts) into a Payment Account, which Payment Account shall be subject to the terms of a Blocked Account Agreement, on terms acceptable to Agent, between the Borrower, the Agent and the applicable bank. From and after, the Amendment No. 5 Effective Date until through and including June 30, 2017until otherwise agreed by the Agent (the “Initial Dominion Period”), the Borrower shall not (and shall have no right to) withdraw any funds from the Payment Account and only the Agent shall have a right to withdraw any funds from the Payment Account. All funds deposited into the Payment Account during the Initial Dominion Period shall be subject solely to the direction of the Agent and the Borrower authorizes the Agent to give any notice or direction to the bank at which the Payment Account is located to effectuate the forgoing. To the extent that proceeds of Collateral are permitted by Agent to be deposited in deposit accounts that are not subject to the terms of a Blocked Account Agreement, Borrower shall transfer all such deposited funds to the Payment Account at least weekly (or more frequently if requested by the Agent). All In addition, Borrower shall take all steps necessary to direct and cause all payments from credit card issuers and credit card payment processors shall to be made directly to the Payment Account.Account commencing on or before January 31, 2017.2017 (b) If If, at any time after June 30, 2017, the Initial Dominion Period terminates or is no longer in effect, the Agent shall reinstate the Borrower’s right to withdraw funds from the Payment Account, provided that, if either (i) the Availability is equal to or less than five percent (5%) of the Borrowing Base or (ii) an Event of Default occurs (both (i) and (ii) are herein referred to as a “Triggering Event”), then at all times thereafter the Borrower’s right to withdraw any funds from the Payment Account shall immediately terminate and only the Agent shall have a right to withdraw any funds from the Payment Account. The Borrower authorizes the Agent to notify the bank at which the Payment Account is located upon the happening of a Triggering Event that all funds deposited into the Payment Account are subject solely to the direction of the Agent. ThereafterTheThereafter, the Agent shall reinstate the Borrower’s right to withdraw funds from the Payment Account in the event (i) the Availability is, at all times, greater than five percent (5%) of the Borrowing Base during any ninety (90) consecutive-day period following the date of termination of the Borrower’s withdrawal rights and (ii) no Default or Event of Default occurs during that period. (c) During the Initial Dominion Period and any other period that the Borrower’s withdrawal rights with respect to the Payment Account have been terminated, all funds deposited into the Payment Account will be the Agent’s sole Property and will be credited to the Borrower’s Loan Account (conditional upon final collection upon receipt by Agent).