Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks.
Controlled Accounts; Controlled Investments. (i) Subject to any applicable time periods provided under Schedule 3.6 to the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Xxxxx Fargo or one or more of the other banks set forth on Schedule 3 (each a "Controlled Account Bank"), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account Bank that is not an Excluded Account (each, a "Controlled Account") (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a Controlled Account.
Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under the Loan Documents) (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks.
Controlled Accounts; Controlled Investments. Subject to the Intercreditor Agreement, other than (i) an individual amount of not more than $10,000 and an aggregate amount of not more than $200,000 at any one time, in the case of Grantors, and (ii) amounts deposited into deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s employees, no Grantor will make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to deposit accounts or Securities Accounts unless, following the Controlled Account Control Date, Grantor and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments.
Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 10 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks; provided that, for a period of not more than 90 days after Closing, such Grantor may receive Collections into deposit accounts at Comerica Bank so long as such amounts are promptly transferred to Controlled Accounts.
Controlled Accounts; Controlled Investments. (i) Each Grantor shall use commercially reasonable efforts to establish and maintain Controlled Account Agreements with respect to each Controlled Account of such Grantor within 60 days after the Issue Date; and
Controlled Accounts; Controlled Investments. (i) Subject to any applicable time periods provided under Section 3.6 of the Credit Agreement, each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at (x) Wxxxx Fargo or (y) a financial institution reasonably satisfactory to the Agent (Wxxxx Fargo and each such financial institution, a “Controlled Account Bank”), (B)(1) notify all Account Debtors to make all payments to a Controlled Account, and (2) cause all Collections that may be sent by an Account Debtor directly to such Grantor to be deposited promptly (and in any event within ten Business Days (or, during a Cash Dominion Period, five days) into a Controlled Account and (C) cause all accounts into which Account Debtors make payments to be Collection Accounts.
Controlled Accounts; Controlled Investments. (i) Each Grantor shall (A) establish and maintain cash management services at one or more of the banks set forth on Schedule 10 or such other bank as may be reasonably satisfactory to Agent (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first (1st) Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor other than an Excluded Account (each, a “Controlled Account”) at one of the Controlled Account Banks. (ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) unless otherwise agreed to by Agent, the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account. Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued. Agent agrees to rescind an Activation Instruction (the “Rescission”) upon the written request of Administrative Borrower if a Cash Dominion Period ceases to exist, provided, that, Agent shall have no responsibility or liability to any Grantor or the other Loan Parties on account of any delay or failure by the Controlled Account Bank in complying with the Rescission. (iii) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may a...
Controlled Accounts; Controlled Investments. (i) Subject to any applicable time periods provided under the Credit Agreement (including Schedule 3.6 to the Credit Agreement), each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at Xxxxx Fargo or one or more of the other banks set forth on Schedule 10 (each a "Controlled Account Bank"), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Collection Account at such Controlled Account Bank that is not an Excluded Account (each, a "Controlled Account") (by wire transfer to the applicable Controlled Account Bank or to a lockbox maintained by the applicable Controlled Account Bank for deposit into such Collection Account), and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) and proceeds of Collateral into a Controlled Account; (ii) Subject to any applicable time periods provided under the Credit Agreement (including Schedule 3.6 to the Credit Agreement), each Grantor shall establish and maintain with respect to each Collateral Account, Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the
Controlled Accounts; Controlled Investments. (i) Parent and each Grantor shall establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 11 (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank. Parent shall deposit or cause to be deposited promptly, but in any event within seven (7) Business Days after receipt thereof by Parent, all of its collections (including those sent directly by its Account Debtors to Parent) into a bank account of Parent at one of the Controlled Account Banks (each bank account at a Controlled Account Bank, a “Controlled Account”). Each Grantor shall deposit or cause to be deposited promptly, but in any event within three (3) Business Days after receipt thereof by such Grantor, all of its collections (including those sent directly by its Account Debtors to such Grantor) into a Controlled Account.
