Lock-Box Arrangements Sample Clauses
Lock-Box Arrangements. Within 30 days of the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of and continuance of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator is exercising its rights under the Lock-Box Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Lock-Box Accounts (and the related lock-boxes) transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts (and the respective related lock-boxes) redirected pursuant to the Administrator’s instructions rather than deposited in the applicable Lock-Box Account (or sent to the applicable related lock-box), and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Administrator may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to the Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes control of any Lock-Box Account (and any such related lock-box), the Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to the Administrator, the Issuer or any other Person hereunder, and the Administrator shall distribute or cause to be distributed such funds in accordance with Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).
Lock-Box Arrangements. The Agent is hereby authorized to give notice at any time after the occurrence of a Collection Agent Replacement Event to any or all Lock-Box Banks that the Agent is exercising its rights under the Lock-Box Letters and to take all actions permitted under the Lock-Box Letters. The Seller agrees to take any action requested by the Agent to facilitate the foregoing. After the Agent takes any such action under the Lock-Box Letters, the Seller shall immediately deliver to the Agent any Collections received by the Seller. If the Agent takes control of any Lock-Box Account, the Agent shall distribute Collections it receives in accordance herewith and shall deliver to the Collection Agent, for distribution under Section 3.2, all other amounts it receives from such Lock-Box Account.
Lock-Box Arrangements. All Lock-Box Banks (names and addresses), Lock-Box numbers and Lock-Box Account numbers are listed on Exhibit 1.1(b) or described in a notice provided pursuant to Section 11.1. The Funds Administrator has sent a copy of all Lock-Box Letters to the Collateral Agent and Administrative Agent. No Credit Party has granted any interest in any Lock-Box or Lock-Box Account to any Person other than the Collateral Agent (or except as permitted by Section 8.1(i) hereof) and, upon delivery to a Lock-Box Bank of the related Lock-Box Letter, the Collateral Agent will have exclusive ownership and control of the Lock-Box Account and/or Lock-Box at such Lock-Box Bank.
Lock-Box Arrangements. All Lock-Box Banks, Lock-Box numbers and Lock Box Account numbers are listed on Exhibit C or described in a notice provided by the Borrower to the Agent. The Borrower has sent a copy of all Lock-Box Agreements to the Agent.
Lock-Box Arrangements. The Agent or the Instructing Group is hereby authorized, or, upon the instruction of any of the Purchaser Agents, obligated, to give notice at any time after the occurrence of a Collection Agent Replacement Event to any or all Lock-Box Banks that the Agent is exercising its rights under the Lock-Box Letters and to take all actions permitted under the Lock-Box Letters. The Seller agrees to take any action requested by the Agent to facilitate the foregoing. After the Agent takes any such action under the Lock-Box Letters, the Seller shall immediately deliver to the Agent any Collections received by the Seller. If the Agent takes control of any Lock-Box Account, the Agent shall distribute Collections it receives in accordance herewith and shall deliver to the Collection Agent, for distribution under Section 3.2, all amounts other than Collections it receives from such Lock-Box Account.
Lock-Box Arrangements. The Agent is hereby authorized to give notice at any time upon the occurrence and during the continuation of a Collection Agent Replacement Event to any or all Collection Banks that the Agent is exercising its rights under the Deposit Account Control Agreements and to take all actions permitted under the Deposit Account Control Agreements. The Seller agrees to take any reasonable action requested by the Agent to facilitate the foregoing. After the Agent takes any such action under the Deposit Account Control Agreements, the Seller shall immediately deliver to the Agent any Collections received by the Seller.
Lock-Box Arrangements. The names and addresses of all the Lock-Box Banks together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks, are specified in Schedule II to this Agreement, and all Lock-Box Accounts are subject to Lock-Box Agreements. The Seller has delivered a copy of all Lock-Box Agreements to the Administrator. The Seller has not granted any interest in any Lock-Box Account (or any related lock-box or post office box) to any Person other than the Administrator and the applicable Lock-Box Bank and, upon delivery to a Lock-Box Bank of the related Lock-Box Agreement, the Administrator will have exclusive ownership and control of the Lock-Box Account at such Lock-Box Bank.
Lock-Box Arrangements. The Administrative Agent is hereby authorized to give notice at any time after the occurrence of a Collection Agent Replacement Event to any or all Lock-Box Banks that the Administrative Agent is exercising its rights under the Lock-Box Letters and to take all actions permitted under the Lock-Box Letters. The Borrower agrees to take any action requested by the Administrative Agent to facilitate the foregoing. After the Administrative Agent takes any such action under the Lock-Box Letters, the Borrower shall immediately deliver to the Administrative Agent any Collections received by the Borrower. If the Administrative Agent takes control of any Lock-Box Account, the Administrative Agent shall distribute Collections it receives in accordance herewith and shall deliver to the Collection Agent, for distribution under Section 3.2, all other amounts it receives from such Lock-Box Account.
Lock-Box Arrangements. Prior to the initial purchase hereunder, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and deliver original counterparts thereof to the Administrator. Upon the occurrence of a Termination Event, the Administrator may at any time thereafter give notice to each Lock-Box Bank that the Administrator is exercising its rights under the Lock-Box Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Lock-Box Accounts transferred to the Administrator and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Lock-Box Accounts redirected pursuant to the Administrator's instructions rather than deposited in the applicable Lock-Box Account, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the
Lock-Box Arrangements. 3.1 Other than any Permitted Leakage, the Seller covenants (for itself and as trustee for and on behalf of its Affiliates, including the Target Companies) to the Purchaser that from the Management Accounts Date until the Closing Date neither it nor any of its Affiliates has received, will receive, or has agreed or will agree to receive from any Target Company, and no Target Company has paid, entered into or made, will pay, enter into or make, or has agreed or will agree to pay, enter into or make, any Leakage or Benefit.
3.2 Other than any Permitted Leakage, from the Management Accounts Date until the Closing Date, no Target Company will pay, nor be or become obliged to pay any third party costs relating to the transaction contemplated by this Agreement.
3.3 In the event of a breach of any of the undertakings set out in this clause 3, the Seller shall reimburse the Purchaser on demand, on a Euro for Euro basis, in respect of any liabilities, losses, damages, costs and expenses (including reasonable legal expenses) arising out of such breach. For the avoidance of doubt, the Seller shall be liable to reimburse the Purchaser, as contemplated in this clause 3.3, if and to the extent that it has received any Leakage or Benefit (other than Permitted Leakage) in breach of the undertakings set out in this clause 3 and the provisions of Schedule 2 shall not apply. Any and all claims for re-imbursement under this clause 3 shall be brought by the Purchaser no later than the date five (5) years after the Closing Date.