Lock-Box Arrangements. Subject to Section 5.21, prior to the Closing Date, the Seller shall have entered into Lock-Box Agreements with all of the Lock-Box Banks and delivered executed counterparts thereof to the Administrator. During the continuance of a Termination Event, Unmatured Termination Event or following the occurrence of a Minimum Cash Liquidity Event, the Administrator may (and shall, at the direction of the Majority Purchaser Agents), 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 exercise exclusive dominion and control (for the benefit of the Purchasers) over each of the Lock-Box Accounts and all funds on deposit therein and (b) to take any or all other actions permitted under the applicable Lock-Box Agreement. The Seller and the Servicer each hereby agree that if the Administrator at any time takes any action set forth in the preceding sentence, the Administrator shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agree to take any other action that the Administrator may reasonably request to transfer such control or to ensure that the Administrator maintains such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrator. Following the occurrence and continuation of a Minimum Cash Liquidity Event, so long as the Administrator has taken exclusive dominion and control over each of the Lock-Box Accounts and no Termination Event or Unmatured Termination Event exists, the Administrator shall instruct the Lock-Box Banks to transfer all available amounts on deposit in the Lock-Box Accounts as of the end of each Business Day and after giving effect to any distributions to the Servicer on such day pursuant to Section 1.6(g), to the LC Collateral Accounts. The Administrator shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Accounts. Amounts, if any, on deposit in the LC Collateral Accounts on the Final Payout Date shall be remitted by the Administrator to the Seller. The Administrator shall, on each Settlement Date (if such date occurs on a Termination Day), remove any available amounts then on deposit in the LC Collateral Accounts and deposit such amount...
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. 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. 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 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. Clarient acknowledges that the Customers have been remitting payments under the leases to a certain P.O. Box described as follows: Lockbox #51268, Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000. The Parties will attempt to have that P.O. Box transferred to Med One under the Med One business name of Clarient Financial Services or a similar name so that payments under the Leases will be made to Med One. If so transferred, the existing P.O. Box will be under the exclusive control of Med One and Clarient shall have no access thereto. In the event the existing P.O. Box cannot be so transferred for any reason, Med One will establish a new P.O. Box under the business name of Clarient Financial Services or a similar name so that payments under the Leases will be made to Med One. Med One shall have exclusive access and control to any such new P.O. Box. The Parties will immediately notify the Customers in writing of any change in the name of the payee (e.g., Clarient Financial Services) or location of the payments (e.g., if a new P.O. Box is used) under the Leases. Clarient agrees to immediately transmit to Med One any payments and copies of any other correspondence of any kind that it directly or indirectly receives from the Customers after the date of this Agreement. The Parties expressly agree that Clarient will be entitled to all Customer payments under the Leases invoiced prior to March 1, 2006, and that Med One will entitled to all Customer payments invoiced after March 1, 2006. The Parties acknowledge and agree that Clarient is not transferring to Med One, and Med One is not acquiring from Clarient, any ownership rights in the Clarient name. However, Clarient hereby grants Med One a royalty-free, non-exclusive, non-transferable license to use the name “Clarient Financial Services” solely for the purpose of collecting payments from Customers with respect to the Leases. Med One shall afford Clarient the right to inspect any and all materials prepared by Med One depicting the Clarient Financial Services name at any time reasonably requested by Clarient so as to ensure that the Clarient Financial Services name is not being misused. Med One shall not have the right to assign, mortgage, encumber or sublicense the foregoing license and, for this purpose, any direct or indirect change of control shall be deemed an assignment.
Lock-Box Arrangements. (a) At its own expense, the Borrower shall establish and maintain at all times with the Agent or any of the Banks lock-box arrangements into which the Borrower shall deposit all payments made under contracts included in the Borrowing Base, and notify forthwith all Obligors or other obligors who have obligations in respect of assets included in the Borrowing Base to make payments only to the above-mentioned lock-box accounts; except that
(i) the Borrower may establish and maintain lock-box arrangements with other banks if such other banks have entered into a written agreement satisfactory to the Agent pursuant to which such other bank acknowledges the Lien of the Agent and waives its rights of set-off with respect to such deposits, and (ii) DBC may establish and maintain lock-box or other collection arrangements with other banks or collection agents acceptable to the Agent if such other banks or collection agents have entered into a written agreement satisfactory to the Agent. Amounts deposited in the lock-box accounts shall be disbursed to the Borrower so long as (1) any Event of Default that had occurred and has been cured to the satisfaction of the Majority Banks, and (2) after the Final Maturity Date, the obligations of the Borrower under Section 2.8 are then satisfied in full, whether from amounts deposited in the lock-box or otherwise. The Banks and the Agent acknowledge that payments delivered to a lock-box account under this Section 2.24(a) that are payable to third parties (such as user taxes, maintenance, repairs, management fees (other than to Affiliates) and insurance) are not entitled to be retained by the Banks and the Agent.
(b) The Borrower and each Bank confirm and acknowledge that any payments received by any Bank pursuant to lock-box arrangements existing prior to the date of this Agreement shall be received by each such Bank as agent for the Agent to be held in escrow for application and direction exclusively pursuant to the terms and conditions of this Agreement (including for application to repayment of the Loans as directed from time to time by the Agent in a manner not inconsistent with the provisions of this Agreement). Notwithstanding the provisions of Section 2.24(a), at the request of the Agent all such payments shall be turned over to the Agent from and after the date of notice to such effect given by the Agent in its sole discretion following the occurrence of any Event of Default, and the Borrower and each Bank, if so required...
Lock-Box Arrangements. Within 30 days from 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 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
Lock-Box Arrangements. The Lender shall have received the Lock-Box Agreement, signed by the parties thereto and in form and substance acceptable to the Lender, which may be an amendment and restatement of that certain Lock-Box Agreement dated as of June 29, 1999 by and among Bank of America, N.A. f/k/a Bank of America NT&SA d/b/a Seafirst Bank, FinPac and Xxxxx Fargo Bank Minnesota, National Association f/k/a Norwest Bank Minnesota, National Association, together with a blocked account agreement or similar agreement, if required, with respect the Collection Account, signed by the parties thereto and in form and substance acceptable to the Lender.
