Depository Relationship. At all times during the term of the Loan, the Borrower shall maintain with Lender (i) its primary depository account(s), including its primary Operating Account(s), and (ii) its primary Treasury Management Services. As used herein, “Operating Account(s)” shall mean bank accounts that facilitate the collection of sales, including accounts receivable, and the payment of expenses and payroll disbursements; and “Treasury Management Services” shall mean commercial banking platforms that facilitate the origination of wire transfers and ACH transactions, the transfer of funds between accounts, positive pay decisioning, remote capture of check deposits and/or other electronic banking services. The Operating Accounts must be opened, and the Treasury Management Services established prior to closing or funding of the Loan. In addition, at all times during the term of the Loan, Borrower shall maintain a minimum deposit ledger balance with Lender in an amount equal to the lesser of (i) $655,479.00, or (ii) fifteen percent (15%) of the outstanding principal balance of the Loan (based on the principal balance in effect as of the end of each applicable quarter) (the “Minimum Deposit Relationship”), to be tested and applied on a quarterly basis. Failure to maintain the Minimum Deposit Relationship will result in a fee payable to Lender equal to two percent (2%) per annum of the amount of the deficiency (the “Deficiency Fee”), which Deficiency Fee shall be charged automatically without any notice to Borrower. The Deficiency Fee shall not be deemed to be or constitute additional interest under the Loan, as it relates specifically and directly to the required deposit balances. In the event Borrower fails to maintain the required Minimum Deposit Relationship and the Deficiency Fee becomes due and payable by Borrower, Lender shall be entitled to either (i) exercise its rights of setoff against the Borrower’s accounts held with Lender in order to collect the Deficiency Fee, or (ii) send a written demand to Borrower that the Deficiency Fee be paid within ten (10) days of written notice thereof. At Lender’s sole discretion, the Minimum Deposit Relationship may be satisfied not only with Borrower accounts, but also with (a) accounts maintained with Lender by any guarantor of the Loan, and/or Borrower’s affiliates and shareholders, or (b) any accounts owned or controlled by the Borrower, any guarantor of the Loan, and/or Borrower’s affiliates and shareholders (collectively, the “Related Accounts”). To the extent such Related Accounts are included in the calculation of the Minimum Deposit Relationship, Lender may exercise its right of setoff against any such Related Accounts along with any Borrower accounts.
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Depository Relationship. At all times during Within 30 days following the term of Closing Date (the Loan, the Borrower shall maintain with Lender (i) its primary depository account(s"Interim Treasury Period"), including its primary Operating Account(s), and (ii) its primary Treasury Management Services. As used herein, “Operating Account(s)” shall mean bank accounts that facilitate the collection of sales, including accounts receivable, and the payment of expenses and payroll disbursements; and “Treasury Management Services” shall mean commercial banking platforms that facilitate the origination of wire transfers and ACH transactions, the transfer of funds between accounts, positive pay decisioning, remote capture of check deposits and/or other electronic banking services. The Operating Accounts must be opened, and the Treasury Management Services established prior to closing or funding of the Loan. In additionestablish and, at all times during the term thereafter, maintain all of the Loanits cash management, Borrower shall maintain a minimum deposit ledger balance collection, and operating accounts with Lender in an amount equal to the lesser of (other than (i) petty cash accounts with a balance of not more than $655,479.0010,000 in the aggregate at any time, or (ii) fifteen percent the BoK Collateral Account, so long as the balance therein at any time does not exceed two months of regularly scheduled principal and interest payments under the BoK Facility, and so long as WESSCO distributes to Parent all amounts permitted to be distributed to Parent pursuant to the terms of the BoK Facility and the BoK Subordination Agreement from time to time (15%and with such frequency as Lender may request from time to time), (iii) local operating accounts with Branch Banking and Trust Company with a balance of not more than $250,000 (or such lesser amount as Lender may, in its discretion, set from time to time upon notice to Parent) in the aggregate at any time to be used for payments to vendors, provided that the only source of funds for such accounts shall be the Loan Parties' accounts with Lender, and (iv) cash controlled by one or more Loan Parties for the use by the Loan Parties of paying vendors in the ordinary course of business, in an aggregate amount not to exceed $750,000 (or such lesser amount as Lender may, in its discretion, set from time to time upon notice to Parent) at any time, so long as such cash is securely stored in a manner consistent with the Loan Parties' historical practices). During the Interim Treasury Period and until such time as such accounts have been established at Lender, Loan Parties will maintain cash management services reasonably acceptable to Lender at another bank (a "Controlled Account Bank"). Loan Parties will ensure that each Loan Party and all Account Debtors will deposit all collections of Accounts and all other items of payment directly to a bank account of Loan Parties at such Controlled Account Bank (a "Controlled Account"). During the Interim Treasury Period, each Loan Party will maintain a deposit account control agreement acceptable to Lender (a "Control Agreement") with each Controlled Account Bank with respect to each Controlled Account at such Controlled Account Bank, other than the BoK Collateral Account and local operating accounts with Branch Banking and Trust Company referred to above (which, in each case, shall be subject to the balance restrictions set forth above). Such Control Agreement will provide that the Controlled Account Bank will forward, by daily standing wire transfer, all amounts in the Controlled Account directly to a deposit account as directed by Lender. The Loan Parties shall further ensure that all of their cash is promptly deposited and maintained at a Controlled Account and that no cash is permitted to be held by the Loan Parties except as described in the foregoing clause (iv) of the outstanding principal balance of the Loan (based on the principal balance in effect as of the end of each applicable quarter) (the “Minimum Deposit Relationship”), to be tested and applied on a quarterly basis. Failure to maintain the Minimum Deposit Relationship will result in a fee payable to Lender equal to two percent (2%) per annum of the amount of the deficiency (the “Deficiency Fee”), which Deficiency Fee shall be charged automatically without any notice to Borrower. The Deficiency Fee shall not be deemed to be or constitute additional interest under the Loan, as it relates specifically and directly to the required deposit balances. In the event Borrower fails to maintain the required Minimum Deposit Relationship and the Deficiency Fee becomes due and payable by Borrower, Lender shall be entitled to either (i) exercise its rights of setoff against the Borrower’s accounts held with Lender in order to collect the Deficiency Fee, or (ii) send a written demand to Borrower that the Deficiency Fee be paid within ten (10) days of written notice thereof. At Lender’s sole discretion, the Minimum Deposit Relationship may be satisfied not only with Borrower accounts, but also with (a) accounts maintained with Lender by any guarantor of the Loan, and/or Borrower’s affiliates and shareholders, or (b) any accounts owned or controlled by the Borrower, any guarantor of the Loan, and/or Borrower’s affiliates and shareholders (collectively, the “Related Accounts”). To the extent such Related Accounts are included in the calculation of the Minimum Deposit Relationship, Lender may exercise its right of setoff against any such Related Accounts along with any Borrower accountsthis Section 4.10.
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Samples: Credit Agreement (Industrial Services of America Inc /Fl)
Depository Relationship. At all times during the term of the Loan, the Borrower shall maintain with Lender (i) its primary depository account(s), including its primary Operating Account(s), and (ii) its primary Treasury Management Services. As used herein, “Operating Account(s)” shall mean bank accounts that facilitate the collection of sales, including accounts receivable, and the payment of expenses and payroll disbursements; and “Treasury Management Services” shall mean commercial banking platforms that facilitate the origination of wire transfers and ACH transactions, the transfer of funds between accounts, positive pay decisioning, remote capture of check deposits and/or other electronic banking services. The Operating Accounts must be opened, and the Treasury Management Services established prior to closing or funding of the Loan. In addition, at all times during (i) as of October 24, 2023, Borrower shall have a deposit ledger balance with Lender of not less than $3,000,000 and (ii) commencing with the term of month ending November 30, 2023 the Loan, Borrower shall maintain a minimum average daily deposit ledger balance with the Lender together with funds in all other Related Accounts (as defined below) in an amount equal to the lesser of (i) or greater than $655,479.00, or (ii) fifteen percent (15%) of the outstanding principal balance of the Loan (based on the principal balance in effect 3,000,000 as of the end of each applicable quarter) month (the “Minimum Deposit Relationship”), to be tested and applied on a quarterly basis. Failure to maintain the Minimum Deposit Relationship will result monthly basis in a fee payable to Lender equal to two percent (2%) per annum of the amount of the deficiency (the “Deficiency Fee”accordance with Section 7(i)(ii), which Deficiency Fee shall be charged automatically without any notice to Borrower. The Deficiency Fee shall not be deemed to be or constitute additional interest under the Loan, as it relates specifically and directly to the required deposit balances. In the event Borrower fails to maintain the required Minimum Deposit Relationship and the Deficiency Fee becomes due and payable by Borrower, Lender shall be entitled to either (i) exercise its rights of setoff against the Borrower’s accounts held with Lender in order to collect the Deficiency Fee, or (ii) send a written demand to Borrower that the Deficiency Fee be paid within ten (10) days of written notice thereof. At Lender’s sole discretion, the Minimum Deposit Relationship may be satisfied not only with Borrower accounts, but also with (a) by reference to the aggregate funds on deposit at any given time in all accounts of the Loan Parties maintained with Lender by plus the aggregate funds on deposit at any guarantor given time in all accounts of the Loan, and/or Borrower’s affiliates and shareholders, Loan Parties maintained with any other bank or financial institution that are subject to a deposit account control agreement (bor similar agreement) any accounts owned or controlled by the Borrower, any guarantor in favor of the Loan, and/or Borrower’s affiliates and shareholders Lender (collectively, the “Related Accounts”). To the extent such Related Accounts are included in the calculation of the Minimum Deposit Relationship, Lender may exercise its right of setoff against any such Related Accounts. Notwithstanding the foregoing, if the Minimum Deposit Relationship is not satisfied in accordance with the foregoing for any test date on or prior to March 31, 2024, Borrower shall have until the date that is 14 days following the applicable test date (or such longer period as Lender may agree) to obtain or provide additional funds such that the aggregate deposit ledger balance of the Loan Parties with the Lender together with funds in all other Related Accounts along equals or exceeds $3,000,000 (or such greater amount agreed to by the Lender and the Borrower pursuant to Section 4(j)(ii)) (the “Liquidity Cure”) and if Borrower completes such Liquidity Cure no default or Event of Default shall have occurred hereunder with any Borrower accountsrespect to such failure to satisfy the Minimum deposit Relationship.”
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Depository Relationship. At all times during the term of the Loan, the Borrower shall maintain with Lender (i) its primary depository account(s), including its primary Operating Account(s), and (ii) its primary Treasury Management Services. As used herein, “Operating Account(s)” shall mean bank accounts that facilitate the collection of sales, including accounts receivable, and the payment of expenses and payroll disbursements; and “Treasury Management Services” shall mean commercial banking platforms that facilitate the origination of wire transfers and ACH transactions, the transfer of funds between accounts, positive pay decisioning, remote capture of check deposits and/or other electronic banking services. The Operating Accounts must be opened, and the Treasury Management Services established prior to closing or funding of the Loan. In addition, at all times during (i) as of October 24, 2023, Borrower shall have a deposit ledger balance with Lender of not less than $3,000,000 and (ii) commencing with the term of month ending November 30, 2023 the Loan, Borrower shall maintain a minimum average daily deposit ledger balance with the Lender together with funds in all other Related Accounts (as defined below) in an amount equal to the lesser of (i) or greater than $655,479.00, or (ii) fifteen percent (15%) of the outstanding principal balance of the Loan (based on the principal balance in effect 3,000,000 as of the end of each applicable quarter) month (the “Minimum Deposit Relationship”), to be tested and applied on a quarterly basis. Failure to maintain the Minimum Deposit Relationship will result monthly basis in a fee payable to Lender equal to two percent (2%) per annum of the amount of the deficiency (the “Deficiency Fee”accordance with Section 7(a)(ii), which Deficiency Fee shall be charged automatically without any notice to Borrower. The Deficiency Fee shall not be deemed to be or constitute additional interest under the Loan, as it relates specifically and directly to the required deposit balances. In the event Borrower fails to maintain the required Minimum Deposit Relationship and the Deficiency Fee becomes due and payable by Borrower, Lender shall be entitled to either (i) exercise its rights of setoff against the Borrower’s accounts held with Lender in order to collect the Deficiency Fee, or (ii) send a written demand to Borrower that the Deficiency Fee be paid within ten (10) days of written notice thereof. At Lender’s sole discretion, the Minimum Deposit Relationship may be satisfied not only with Borrower accounts, but also with (a) by reference to the aggregate funds on deposit at any given time in all accounts of the Loan Parties maintained with Lender by plus the aggregate funds on deposit at any guarantor given time in all accounts of the Loan, and/or Borrower’s affiliates and shareholders, Loan Parties maintained with any other bank or financial institution that are subject to a deposit account control agreement (bor similar agreement) any accounts owned or controlled by the Borrower, any guarantor in favor of the Loan, and/or Borrower’s affiliates and shareholders Lender (collectively, the “Related Accounts”). To the extent such Related Accounts are included in the calculation of the Minimum Deposit Relationship, Lender may exercise its right of setoff against any such Related Accounts. Notwithstanding the foregoing, if the Minimum Deposit Relationship is not satisfied in accordance with the foregoing for any test date with respect to any month ending on or prior to March 31, 2024, Borrower shall have until April 30, 2024 (or such longer period as Lender may agree in writing (including by e-mail)) to obtain or provide additional funds such that the aggregate deposit ledger balance of the Loan Parties with the Lender together with funds in all other Related Accounts along equals or exceeds $3,000,000 (or such greater amount agreed to by the Lender and the Borrower pursuant to Section 4(j)(ii)) (the “Liquidity Cure”) and if Borrower completes such Liquidity Cure no default or Event of Default shall have occurred hereunder with any Borrower accountsrespect to such failure to satisfy the Minimum Deposit Relationship.”
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