We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Lockbox Accounts Clause in Contracts

Lockbox Accounts. Each Loan Party shall instruct all Account Debtors of such Loan Party to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (each, a “Collection Bank”) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Lockbox Account (each of which shall be under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account. Each Loan Party shall, along with the Administrative Agent and each of the Collection Banks that maintain one or more Lockbox Accounts and those banks in which any other Deposit Accounts (other than any Excluded Account) are maintained, enter into on or prior to the Closing Date or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such date, on the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form and substance reasonably satisfactory to the Administrative Agent, it being agreed and acknowledged that the control agreements delivered to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory to the Administrative Agent for all purposes under this Agreement. Each Lockbox Account shall be a “zero” balance account. Each Collection Bank will be instructed to transfer all credit balances in each Lockbox Account to the Core Concentration Account not later than the close of business on each Business Day unless such amounts are otherwise (A) required to be applied pursuant to Section 2.06(b)(i) or (B) so long as no Dominion Period then exists, required to be retained in any Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls or credits relating to the Accounts or as set forth in any Cash Management Control Agreement entered into by the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent of the Administrative Agent.

Appears in 4 contracts

Samples: Convertible Notes Commitment Agreement (Accuride Corp), Restructuring Support Agreement (Accuride Corp), Senior Secured Debtor in Possession Credit Agreement (Accuride Corp)

Lockbox Accounts. Each Loan Party (a) The Collateral Manager shall instruct all Account Debtors of such Loan Party establish and maintain pursuant to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (each, a “Collection Bank”) Agreements with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Lockbox Account (each of which shall be under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account. Each Loan Party shall, along with the Administrative Agent and each of the Collection Banks that maintain one or more Lockbox Accounts and those banks Banks, one or more Lockbox Accounts, in which any other Deposit Accounts (other than any Excluded Account) are maintained, enter into on or prior to the Closing Date or within 20 days thereof (or if any new name of the Borrower. All Lockbox Accounts or Deposit Accounts are opened after such date, listed on Schedule 7.13. Each of the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form Collateral Manager and substance reasonably satisfactory the Borrower hereby grants to the Administrative Agent, it being agreed for the benefit of itself and acknowledged that the control agreements delivered Secured Parties, a security interest in all of its right, title and interest to the Administrative Agent pursuant Lockbox Accounts. (b) The Collateral Manager shall direct, or cause to be directed, all Obligors to make payments on the Prepetition Credit Agreement constitute Cash Management Control Agreements Contracts, including any security deposits made by an Obligor to secure the indebtedness of such Obligor under this Agreement and are satisfactory a Contract, directly to a Lockbox Account (which may be made through the Administrative Agent for Funds Transfer system) and, within three (3) Business Days after receipt into a Lockbox Account, all purposes under this Agreement. Each available balances in such Lockbox Account shall be remitted to the Collection Account or the Security Deposit Collection Account, as the case may be. At such time, the Collateral Manager shall also direct each of the other parties to the Transaction Documents, to the extent that any amounts may be payable thereunder to the Borrower, to make all deposits of such amounts directly into the Lockbox Account (which may be made through the Funds Transfer system). If notwithstanding the foregoing the Collateral Manager at any time thereafter receives any Collections with respect to any Contract Payment or any other proceeds of any Contracts, the Collateral Manager shall direct or cause to be directed, the related Obligor to make such payments to the Lockbox Account (which may be made through the Funds Transfer system) and shall promptly, and in any event no later than the first Business Day after receipt thereof, deposit or cause to be deposited all such amounts into the Collection Account or the Security Deposit Collection Account, as the case may be. (c) To the extent amounts in the Security Deposit Collection Account may be applied as a “zero” balance account. Each payment on a Contract pursuant to the terms of such Contract, the Collateral Manager shall transfer such amounts from the Security Deposit Collection Bank will be instructed to transfer all credit balances in each Lockbox Account to the Core Concentration Collection Account not later than the close of business on each Business Day unless such amounts are otherwise (A) required to be applied as a Collection thereof in accordance with Section 8.5. Upon payment in full by an Obligor of all amounts owing under a Contract, the Collateral Manager shall withdraw the remaining amount (if any) of any security deposit related to such Contract previously deposited into the Security Deposit Collection Account and return such amount to such Obligor pursuant to Section 2.06(b)(i) or (B) so long as no Dominion Period then exists, required to be retained in any Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls or credits relating to the Accounts or as set forth in any Cash Management Control Agreement entered into by the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent terms of the Administrative Agentrelated Contract.

Appears in 3 contracts

Samples: Receivables Financing Agreement (TriplePoint Venture Growth BDC Corp.), Receivables Financing Agreement (TriplePoint Venture Growth BDC Corp.), Receivables Financing Agreement (TriplePoint Venture Growth BDC Corp.)

Lockbox Accounts. (a) Tower Borrower and Garage Borrower shall each establish and maintain a segregated Eligible Account with respect to each of the Tower Parcel and Garage (collectively, the “Lockbox Accounts” and individually, a “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Accounts shall be under the sole dominion and control of Lender. The Lockbox Account for the Tower Parcel shall be entitled “Xxxxxxx Properties – Gas Tower Project-Gas Company Tower Lockbox - Nomura Credit & Capital, Inc., as Mortgagee” and the Lockbox Account for the Garage shall be entitled “Xxxxxxx Properties – WTC Garage Lockbox – Nomura Credit & Capital, Inc., as Mortgagee”. Each Loan Party Borrower (i) hereby grants to Lender a first priority security interest in the Lockbox Accounts and all deposits at any time contained therein and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Accounts, including executing and filing UCC-1 Financing Statements and continuations thereof. Neither Borrower will in any way alter or modify either Lockbox Account or further pledge, assign, encumber or grant a security interest in its interest in either Lockbox Account. Borrowers will notify Lender of the account number of each Lockbox Account. Lender and Servicer shall instruct have the sole right to make withdrawals from the Lockbox Accounts and all Account Debtors of such Loan Party costs and expenses for establishing and maintaining the Lockbox Accounts shall be paid by Borrowers. (b) Each Borrower shall, or shall cause Manager to, deliver written instructions to remit all payments tenants under Leases to deliver all Rents and/or Vacant Space Rent payable thereunder directly to the applicable “P.O. Boxes” Lockbox Account. Each Borrower shall, and shall cause Manager to, deposit all amounts received by such Borrower or “Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (eachManager constituting Rents, a “Collection Bank”) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and deposited in Vacant Space Rent and/or other Gross Income from Operations into the applicable Lockbox Account within one (each of which 1) Business Day after receipt. (c) Borrowers shall be under obtain from the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Lockbox Bank in respect of any Account shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account. Each Loan Party shallits agreement, along with the Administrative Agent and each of the Collection Banks that maintain one or more Lockbox Accounts and those banks in which any other Deposit Accounts (other than any Excluded Account) are maintained, enter into on or prior to the Closing Date or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such date, on the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form and substance reasonably satisfactory to the Administrative AgentLender, it being agreed and acknowledged that the control agreements delivered to transfer to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory to the Administrative Agent for all purposes under this Agreement. Each Lockbox Account shall be a “zero” balance account. Each Collection Bank will be instructed to in immediately available funds by federal wire transfer all credit balances amounts on deposit in each the Lockbox Account to the Core Concentration Account not later than the close of business on each Accounts once every Business Day unless such amounts are otherwise (A) required to be applied pursuant to Section 2.06(b)(i) or (B) so long as no Dominion Period then exists, required to be retained in any Lockbox Account to satisfy throughout the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls or credits relating to the Accounts or as set forth in any Cash Management Control Agreement entered into by the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent term of the Administrative AgentLoan.

Appears in 2 contracts

Samples: Loan Agreement (MPG Office Trust, Inc.), Loan Agreement (MPG Office Trust, Inc.)

Lockbox Accounts. Each (a) In connection with the Mortgage Loan, Mortgage Borrowers established and, during the term of the Loan, Borrowers shall cause Mortgage Borrowers to maintain, a segregated Eligible Account with respect to each of the Tower Parcel and the Garage (collectively, the “Lockbox Accounts” and individually the “Lockbox Account”) with Lockbox Bank in trust for the benefit of the Mortgage Lender, which Lockbox Accounts are and shall remain be under the sole dominion and control of the Mortgage Lender pursuant to and in accordance with the terms and provisions of the Mortgage Loan Party Documents. (b) Borrowers have caused and shall instruct cause Mortgage Borrowers and/or Manager to deliver written instructions to all Account Debtors of such Loan Party tenants under Leases to remit deliver all payments Rents and/or Vacant Space Rent payable thereunder directly to the applicable “P.O. Boxes” Lockbox Account. Each Borrower shall cause Mortgage Borrowers and Manager to deposit all amounts received by such Mortgage Borrowers or “Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (eachManager constituting Rents, a “Collection Bank”) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and deposited in Vacant Space Rent and/or other Gross Income from Operations into the applicable Lockbox Account within one (each of which shall be under 1) Business Day after receipt. (c) Mortgage Borrowers have obtained from the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Lockbox Bank in respect of any Account shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account. Each Loan Party shallits agreement, along with the Administrative Agent and each of the Collection Banks that maintain one or more Lockbox Accounts and those banks in which any other Deposit Accounts (other than any Excluded Account) are maintained, enter into on or prior to the Closing Date or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such date, on the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form and substance reasonably satisfactory to the Administrative AgentLender, it being agreed and acknowledged that the control agreements delivered to transfer to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Mortgage Cash Management Control Agreements under this Agreement and are satisfactory to Account in immediately available funds by federal wire transfer all amounts on deposit in the Administrative Agent for all purposes under this Agreement. Each Lockbox Account Accounts once every Business Day throughout the term of the Loan. (d) The Lockbox Accounts shall be a “zero” balance account. Each Collection Bank will Eligible Accounts and shall not be instructed commingled without other monies held by Mortgage Borrowers or the Lockbox Bank. (e) Borrowers shall not permit or cause Mortgage Borrowers to transfer all credit balances further pledge, assign or grant any security interest in each the Lockbox Account Accounts or the monies deposited therein or permit any lien or encumbrance to the Core Concentration Account not later than the close of business on each Business Day unless such amounts are otherwise (A) required attach thereto, or any levy to be applied pursuant to Section 2.06(b)(i) made thereon, or (B) so long any UCC-1 financing statements, except those naming Mortgage Lender as no Dominion Period then existsthe secured party, required to be retained in any Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls or credits relating to the Accounts or as set forth in any Cash Management Control Agreement entered into by the Administrative Agent filed with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent of the Administrative Agentthereto.

Appears in 2 contracts

Samples: Loan Agreement (MPG Office Trust, Inc.), Loan Agreement (MPG Office Trust, Inc.)

Lockbox Accounts. Each Loan Party (a) The Collateral Manager shall instruct all Account Debtors of such Loan Party establish and maintain pursuant to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (each, a “Collection Bank”) Agreements with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Lockbox Account (each of which shall be under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account. Each Loan Party shall, along with the Administrative Agent and each of the Collection Banks that maintain one or more Lockbox Banks, one or more Lockbox Accounts, in the name of the Borrower. All Lockbox Accounts are listed on Schedule 7.13. Each of the Collateral Manager and those banks in which any other Deposit Accounts (other than any Excluded Account) are maintained, enter into on or prior the Borrower hereby grants to the Closing Date Facility Agent, for the benefit of itself and the Secured Parties, a security interest in all of its right, title and interest to the Lockbox Accounts. (b) The Collateral Manager shall direct, or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such datecause to be directed, all Obligors to make payments on the date on Contracts, including any security deposits made by an Obligor to secure the indebtedness of such Obligor under a Contract, directly to a Lockbox Account (which may be made through the Funds Transfer system) and, within three (3) Business Days after receipt into a Lockbox Account, all available balances in such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form and substance reasonably satisfactory to the Administrative Agent, it being agreed and acknowledged that the control agreements delivered to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory to the Administrative Agent for all purposes under this Agreement. Each Lockbox Account shall be remitted to the Collection Account or the Security Deposit Collection Account, as the case may be. At such time, the Collateral Manager shall also direct each of the other parties to the Transaction Documents, to the extent that any amounts may be payable thereunder to the Borrower, to make all deposits of such amounts directly into the Lockbox Account (which may be made through the Funds Transfer system). If notwithstanding the foregoing the Collateral Manager at any time thereafter receives any Collections with respect to any Contract Payment or any other proceeds of any Contracts, the Collateral Manager shall direct or cause to be directed, the related Obligor to make such payments to the Lockbox Account (which may be made through the Funds Transfer system) and shall promptly, and in any event no later than the first Business Day after receipt thereof, deposit or cause to be deposited all such amounts into the Collection Account or the Security Deposit Collection Account, as the case may be. (c) To the extent amounts in the Security Deposit Collection Account may be applied as a “zero” balance account. Each payment on a Contract pursuant to the terms of such Contract, the Collateral Manager shall transfer such amounts from the Security Deposit Collection Bank will be instructed to transfer all credit balances in each Lockbox Account to the Core Concentration Collection Account not later than the close of business on each Business Day unless such amounts are otherwise (A) required to be applied as a Collection thereof in accordance with Section 8.5. Upon payment in full by an Obligor of all amounts owing under a Contract, the Collateral Manager shall withdraw the remaining amount (if any) of any security deposit related to such Contract previously deposited into the Security Deposit Collection Account and return such amount to such Obligor pursuant to Section 2.06(b)(i) or (B) so long as no Dominion Period then exists, required to be retained in any Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls or credits relating to the Accounts or as set forth in any Cash Management Control Agreement entered into by the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent terms of the Administrative Agentrelated Contract.

Appears in 2 contracts

Samples: Receivables Financing Agreement (TriplePoint Venture Growth BDC Corp.), Receivables Financing Agreement (TriplePoint Venture Growth BDC Corp.)

Lockbox Accounts. Each Loan Party (a) The Collateral Manager shall instruct all Account Debtors of such Loan Party establish and maintain pursuant to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (each, a “Collection Bank”) Agreements with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Lockbox Account (each of which shall be under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account. Each Loan Party shall, along with the Administrative Agent and each of the Collection Banks that maintain one or more Lockbox Banks, one or more Lockbox Accounts, in the name of the Borrower. All Lockbox Accounts are listed on Schedule 7.13. Each of the Collateral Manager and those banks in which any other Deposit Accounts (other than any Excluded Account) are maintained, enter into on or prior the Borrower hereby grants to the Closing Date Facility Agent, for the benefit of itself and the Secured Parties, a security interest in all of its right, title and interest to the Lockbox Accounts. (b) The Collateral Manager shall direct, or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such datecause to be directed, all Obligors to make payments on the date on Contracts, including any security deposits made by an Obligor to secure the indebtedness of such Obligor under a Contract, directly to a Lockbox Account (which may be made through the Funds Transfer system) and, within three (3) Business Days after receipt into a Lockbox Account, all available balances in such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form and substance reasonably satisfactory to the Administrative Agent, it being agreed and acknowledged that the control agreements delivered to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory to the Administrative Agent for all purposes under this Agreement. Each Lockbox Account shall be remitted to the Collection Account or the Security Deposit Collection Account, as the case may be. At such time, the Collateral Manager shall also direct each of the other parties to the Transaction Documents, to the extent that any amounts may be payable thereunder to the Borrower, to make all deposits of such amounts directly into the Lockbox Account (which may be made through the Funds Transfer system). If notwithstanding the foregoing the Collateral Manager at any time thereafter receives any Collections with respect to any Contract Payment or any other proceeds of any Contracts, the Collateral Manager shall direct or cause to be directed, the related Obligor to make such payments to the Lockbox Account (which may be made through the Funds Transfer system) and shall promptly, and in any event no later than the first Business Day after receipt thereof, deposit or cause to be deposited all such amounts into the Collection Account or the Security Deposit Collection Account, as the case may be. (c) To the extent amounts in the Security Deposit Collection Account may be applied as a “zero” balance account. Each payment on a Contract pursuant to the terms of such Contract, the Collateral Manager shall transfer such amounts from the Security Deposit Collection Bank will be instructed to transfer all credit balances in each Lockbox Account to the Core Concentration Collection Account not later than the close of business on each Business Day unless such amounts are otherwise (A) required to be applied pursuant to as a Collection thereof in accordance with Section 2.06(b)(i) or (B) so long as no Dominion Period then exists, required to be retained in any Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls or credits relating to the Accounts or as set forth in any Cash Management Control Agreement entered into by the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent of the Administrative Agent8.

Appears in 1 contract

Samples: Receivables Financing Agreement (TriplePoint Venture Growth BDC Corp.)

Lockbox Accounts. Each Loan Party shall instruct all Account Debtors of such Loan Party to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent The Servicer hereby agrees as follows (each, a “Collection Bank”i) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Lockbox Account (each of which shall be under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account. Each Loan Party shall, along with the Administrative Agent and each of the Collection Banks that maintain one or more Lockbox Accounts and those banks in which any other Deposit Accounts (other than any Excluded Account) are maintained, enter into on or prior to the Closing Date or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such date, on the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form and substance reasonably satisfactory to the Administrative Agent, it being agreed and acknowledged that the control agreements delivered to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory to the Administrative Agent for all purposes under this Agreement. Each Lockbox Account shall be established in the name of the Buyer as a “zero” balance account. Each Collection Bank will segregated account and the funds deposited therein from time to time shall not be instructed commingled with any other funds of the Buyer or any Affiliate thereof, (ii) each Lockbox Account shall be maintained with a Permitted Lockbox Bank, (iii) each Lockbox Account shall be insured by the Federal Deposit Insurance Corporation to the full extent permitted by Law, (iv) the location of each Permitted Lockbox and each related Lockbox Account shall not be changed without the consent of the Agent, (v) to direct all Obligors to mail or wire directly to a Permitted Lockbox or a Lockbox Account all Collections on account of the Receivables and, if the Servicer or the Seller should receive any Collections, to forward such Collections to a Permitted Lockbox or a Lockbox Account within one Business Day of receipt, (vi) not to suffer or permit any funds other than such Collections to be mailed to Permitted Lockboxes or deposited into related Lockbox Accounts, (vii) to direct the Permitted Lockbox Banks to transfer all credit balances funds in each the Lockbox Accounts if so directed by the Agent, to such location as directed by the Agent, (viii) to make the necessary bookkeeping entries to reflect such Collections on the Records pertaining to such Receivables and (ix) not to amend or modify any term of any Lockbox Agreement or the direction as to the disposition of Collections or other amounts in the related Permitted Lockbox or Lockbox Account to the Core Concentration Account not later than the close of business on each Business Day unless such amounts are otherwise (A) required to be applied pursuant to Section 2.06(b)(i) or (B) so long as no Dominion Period then exists, required to be retained in any Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls or credits relating to the Accounts or as set forth in any Cash Management Control Agreement entered into by the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent of the Administrative Agent.

Appears in 1 contract

Samples: Purchase and Contribution Agreement (Edison Schools Inc)

Lockbox Accounts. Each Loan Party shall After the occurrence of an Event of ---------------- Default and during the continuance thereof, Lender shall, after having notified Borrower, have the right at any time to require that Borrower establish and maintain one or more lockboxes (collectively, the "Lockboxes") with Norwest Bank, N.A. and Lender is authorized to thereafter instruct all Account Debtors on all of such Loan Party the accounts of Borrower to remit all payments to be made by checks or other drafts to its Lockboxes and to remit all payments to be made by wire transfer to an account with Norwest Bank, N.A. (the applicable “P.O. Boxes” or “"Lockbox Addresses” of the Administrative Agent Account") and/or enter into and certain financial institutions selected maintain Blocked Account Agreements. Except as otherwise agreed by the Lender, all amounts received by Borrower and reasonably acceptable to the Administrative Agent (each, a “Collection Bank”) with respect to all Accounts of such from any Account Debtor, which remittances shall be collected by the applicable Collection Bank in addition to all other cash received from any other source including but not limited to proceeds from sales of Collateral and deposited in the applicable Lockbox Account (each of which shall be under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account judgments, shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account. Each Loan Party shallbank subject to a Blocked Account Agreement shall be notified that all funds subject to such agreement shall be directed to an account at Norwest Bank, along with N.A. (the Administrative Agent and each of the Collection Banks that maintain one or more Lockbox Accounts and those banks in which any other "Cash Deposit Accounts (other than any Excluded Account) are maintained, enter into on or prior "). All deposits to the Closing Date or within 20 days thereof (or if any new Lockbox Accounts or Cash Deposit Accounts are opened after such date, on the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form and substance reasonably satisfactory to the Administrative Agent, it being agreed and acknowledged that the control agreements delivered to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory to the Administrative Agent for all purposes under this Agreement. Each Lockbox Account shall be a “zero” balance accountthe property of Lender for the benefit of Lender and shall not be commingled with Borrower's other funds or be deposited in any bank account of Borrower, or used in any manner except to pay the obligations. Each Collection Bank will be instructed to transfer all credit balances in each Lockbox Account to the Core Concentration Account not later than the close of business Lender shall, on each Business Day unless such amounts are otherwise (A) required be authorized to be applied automatically debit the Cash Deposit Account and apply the proceeds against the Loans pursuant to the provisions of Section 2.06(b)(i) or (B) so 2.6(b)(ii). So long as no Dominion Period then existsEvent of Default shall have occurred and be continuing, required if funds remain in the Cash Deposit Account following the application provided for in the preceding sentence, the balance will be promptly transferred to be retained the Cash Disbursement Account. The crediting of items deposited in any Lockbox the Cash Deposit Account to satisfy the reduction of the Loans shall be conditioned upon final payment of outstanding obligations owing in respect the item and if any item is not so paid, the amount of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall credit given for it may be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls or credits relating charged to the Accounts Loans or as set forth in to any Cash Management Control Agreement entered into by other deposit account of Borrower, whether or not the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent of the Administrative Agentitem is returned.

Appears in 1 contract

Samples: Loan and Security Agreement (New Energy Co of Indiana LTD Partnership)

Lockbox Accounts. (a) Tower Borrower and Garage Borrower shall each establish and maintain a segregated Eligible Account with respect to each of the Tower Parcel and Garage (collectively, the “Lockbox Accounts” and individually, a “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Accounts shall be under the sole dominion and control of Lender. The Lockbox Account for the Tower Parcel shall be entitled “Xxxxxxx Properties - Gas Tower Project-Gas Company Tower Lockbox - Nomura Credit & Capital, Inc., as Mortgagee” and the Lockbox Account for the Garage shall be entitled “Xxxxxxx Properties - WTC Garage Lockbox - Nomura Credit & Capital, Inc., as Mortgagee”. Each Loan Party Borrower (i) hereby grants to Lender a first priority security interest in the Lockbox Accounts and all deposits at any time contained therein and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Accounts, including executing and filing UCC-1 Financing Statements and continuations thereof. Neither Borrower will in any way alter or modify either Lockbox Account or further pledge, assign, encumber or grant a security interest in its interest in either Lockbox Account. Borrowers will notify Lender of the account number of each Lockbox Account. Lender and Servicer shall instruct have the sole right to make withdrawals from the Lockbox Accounts and all Account Debtors of such Loan Party costs and expenses for establishing and maintaining the Lockbox Accounts shall be paid by Borrowers. (b) Each Borrower shall, or shall cause Manager to, deliver written instructions to remit all payments tenants under Leases to deliver all Rents and/or Vacant Space Rent payable thereunder directly to the applicable “P.O. Boxes” Lockbox Account. Each Borrower shall, and shall cause Manager to, deposit all amounts received by such Borrower or “Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (eachManager constituting Rents, a “Collection Bank”) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and deposited in Vacant Space Rent and/or other Gross Income from Operations into the applicable Lockbox Account within one (each of which 1) Business Day after receipt. (c) Borrowers shall be under obtain from the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Lockbox Bank in respect of any Account shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account. Each Loan Party shallits agreement, along with the Administrative Agent and each of the Collection Banks that maintain one or more Lockbox Accounts and those banks in which any other Deposit Accounts (other than any Excluded Account) are maintained, enter into on or prior to the Closing Date or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such date, on the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form and substance reasonably satisfactory to the Administrative AgentLender, it being agreed and acknowledged that the control agreements delivered to transfer to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory to the Administrative Agent for all purposes under this Agreement. Each Lockbox Account shall be a “zero” balance account. Each Collection Bank will be instructed to in immediately available funds by federal wire transfer all credit balances amounts on deposit in each the Lockbox Account to the Core Concentration Account not later than the close of business on each Accounts once every Business Day unless such amounts are otherwise (A) required to be applied pursuant to Section 2.06(b)(i) or (B) so long as no Dominion Period then exists, required to be retained in any Lockbox Account to satisfy throughout the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls or credits relating to the Accounts or as set forth in any Cash Management Control Agreement entered into by the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent term of the Administrative AgentLoan.

Appears in 1 contract

Samples: Loan Agreement (Maguire Properties Inc)

Lockbox Accounts. Each Loan Party (a) The Collateral Manager shall instruct all Account Debtors of such Loan Party establish and maintain pursuant to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (each, a “Collection Bank”) Agreements with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Lockbox Account (each of which shall be under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account. Each Loan Party shall, along with the Administrative Agent and each of the Collection Banks that maintain one or more Lockbox Banks, one or more Lockbox Accounts, in the name of the Borrower. All Lockbox Accounts are listed on Schedule 7.13. Each of the Collateral Manager and those banks in which any other Deposit Accounts (other than any Excluded Account) are maintained, enter into on or prior the Borrower hereby grants to the Closing Date Facility Agent, for the benefit of itself and the Secured Parties, a security interest in all of its right, title and interest to the Lockbox Accounts. i. The Collateral Manager shall direct, or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such datecause to be directed, all Obligors to make payments on the date on Contracts, including any security deposits made by an Obligor to secure the indebtedness of such Obligor under a Contract, directly to a Lockbox Account (which may be made through the Funds-Transfer system) and, within three (3) Business Days after receipt into a Lockbox Account, all available balances in such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form and substance reasonably satisfactory to the Administrative Agent, it being agreed and acknowledged that the control agreements delivered to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory to the Administrative Agent for all purposes under this Agreement. Each Lockbox Account shall be remitted to the Collection Account or the Security Deposit Collection Account, as the case may be. At such time, the Collateral Manager shall also direct each of the other parties to the Transaction Documents, to the extent that any amounts may be payable thereunder to the Borrower, to make all deposits of such amounts directly into the Lockbox Account (which may be made through the Funds-Transfer system). If notwithstanding the foregoing the Collateral Manager at any time thereafter receives any Collections with respect to any Contract Payment or any other proceeds of any Contracts, the Collateral Manager shall direct or cause to be directed, the related Obligor to make such payments to the Lockbox Account (which may be made through the Funds-Transfer system) and shall promptly, and in any event no later than the first Business Day after receipt thereof, deposit or cause to be deposited all such amounts into the Collection Account or the Security Deposit Collection Account, as the case may be. ii. To the extent amounts in the Security Deposit Collection Account may be applied as a “zero” balance account. Each payment on a Contract pursuant to the terms of such Contract, the Collateral Manager shall transfer such amounts from the Security Deposit Collection Bank will be instructed to transfer all credit balances in each Lockbox Account to the Core Concentration Collection Account not later than the close of business on each Business Day unless such amounts are otherwise (A) required to be applied as a Collection thereof in accordance with Section 8.5. Upon payment in full by an Obligor of all amounts owing under a Contract, the Collateral Manager shall withdraw the remaining amount (if any) of any security deposit related to such Contract previously deposited into the Security Deposit Collection Account and return such amount to such Obligor pursuant to Section 2.06(b)(i) or (B) so long as no Dominion Period then exists, required to be retained in any Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls or credits relating to the Accounts or as set forth in any Cash Management Control Agreement entered into by the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent terms of the Administrative Agentrelated Contract.

Appears in 1 contract

Samples: Omnibus Amendment to Transaction Documents (TriplePoint Private Venture Credit Inc.)

Lockbox Accounts. (i) The Seller or the Originators have established with each Lockbox Account Bank one or more Lockbox Accounts subject, in each case, to a fully executed Lockbox Account Agreement. Each Loan Party Originator has assigned its right, title and interest to each Lockbox Account established by it to the Seller. The Seller agrees that the Administrative Agent shall have exclusive dominion and control of each Lockbox Account and all monies, instruments and other property from time to time on deposit therein. The Seller shall not make or cause to be made, or have any ability to make or cause to be made, any withdrawals from any Lockbox Account except as provided in Section 6.01(b)(ii). (ii) The Seller (or the Servicer on Seller’s behalf) has instructed all existing Obligors of Transferred Receivables, and shall instruct all Account Debtors future Obligors of such Loan Party Receivables, to remit all make payments in respect thereof only (A) by check or money order mailed to one or more lockboxes or post office boxes under the applicable “P.O. Boxes” or “Lockbox Addresses” control of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (each, each a “Collection BankLockbox” and collectively the “Lockboxes) or (B) by wire transfer or moneygram directly to a Lockbox Account. The Seller (or the Servicer on the Seller’s behalf) has instructed all Lockbox Account Banks to deposit all items sent to a Lockbox directly into a Lockbox Account. Schedule 4.01(q) lists all Lockboxes and all Lockbox Account Banks at which the Seller maintains Lockbox Accounts as of the Effective Date, and such schedule correctly identifies (1) with respect to each such Lockbox Account Bank, the name, address and telephone number thereof, (2) with respect to each Lockbox Account, the name in which such account is held and the complete account number therefor, and (3) with respect to each Lockbox, the lockbox number and address thereof. The Seller (or the Servicer on Seller’s behalf) shall endorse, to the extent necessary, all Accounts of such Account Debtor, which remittances shall checks or other instruments received in any Lockbox so that the same can be collected by the applicable Collection Bank and deposited in the applicable Lockbox Account Account, in the form so received (each with all necessary endorsements), on the first Business Day after the date of which receipt thereof. In addition, the Seller shall be under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account shall upon receipt deposit or cause to be deposited into a Lockbox Account all cash, checks, money orders or directly into the Core Concentration Account. Each Loan Party shall, along with the Administrative Agent and each other proceeds of the Collection Banks that maintain one Transferred Receivables or more Lockbox Accounts and those banks in which any other Deposit Accounts (Seller Collateral received by it other than any Excluded in a Lockbox or a Lockbox Account) are maintained, enter into on or prior to the Closing Date or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such date, on the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each casethe form so received (with all necessary endorsements), to be in form and substance reasonably satisfactory to the Administrative Agent, it being agreed and acknowledged that the control agreements delivered to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory to the Administrative Agent for all purposes under this Agreement. Each Lockbox Account shall be a “zero” balance account. Each Collection Bank will be instructed to transfer all credit balances in each Lockbox Account to the Core Concentration Account not later than the close of business on each the first Business Day following the date of receipt thereof, and until so deposited all such items or other proceeds shall be held in trust for the benefit of the Administrative Agent. The Seller shall not make and shall not permit the Servicer to make any deposits into a Lockbox or any Lockbox Account except in accordance with the terms of this Agreement or any other Related Document. (iii) If, for any reason, a Lockbox Account Agreement terminates or any Lockbox Account Bank fails to comply with its obligations under the Lockbox Account Agreement to which it is a party, then the Seller shall promptly notify all Obligors of Transferred Receivables who had previously been instructed to make wire payments to a Lockbox Account maintained at any such Lockbox Account Bank to make all future payments to a new Lockbox Account in accordance with this Section 6.01(a)(iii). The Seller shall not close any Lockbox Account unless such amounts are otherwise it shall have (A) required to be applied pursuant to Section 2.06(b)(i) or received the prior written consent of the Administrative Agent, (B) so long established a new account with the same Lockbox Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering such new account with such Lockbox Account Bank or with such new depositary institution substantially in the form of the predecessor Lockbox Account Agreement or that is satisfactory in all respects to the Administrative Agent (whereupon, for all purposes of this Agreement and the other Related Documents, such new account shall become a Lockbox Account, such new agreement shall become a Lockbox Account Agreement and any new depositary institution shall become a Lockbox Account Bank), and (D) taken all such action as no Dominion Period then exists, required the Administrative Agent shall reasonably require to be retained grant and perfect a first priority Lien in any such new Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls under Section 7.01 of this Agreement. Except as permitted by this Section 6.01(a), the Seller shall not, and shall not permit the Servicer to, open any new Lockbox or credits relating to the Accounts or as set forth in any Cash Management Control Agreement entered into by the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable Account without the prior written consent of the Administrative Agent. (iv) Except as otherwise agreed by the Administrative Agent, the Seller (or the Servicer on Seller’s behalf) has instructed all Lockbox Account Banks that on a daily basis all collected and available funds on deposit in each Lockbox Account are to be automatically transferred to an Agent Account.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Georgia Gulf Corp /De/)

Lockbox Accounts. Each Loan Party Borrower shall instruct all Account Debtors of such Loan Party to remit all payments to maintain one or more lockbox accounts (individually and collectively, the applicable “P.O. Boxes” or “Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably Account”) with one or more banks acceptable to the Administrative Agent Debenture Holder (each, a “Collection Lockbox Bank”) ), and shall execute with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection each Lockbox Bank and deposited in the applicable Lockbox Account (each of which shall be under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account. Each Loan Party shall, along with the Administrative Agent and each of the Collection Banks that maintain one or more agreements acceptable to Debenture Holder (individually and collectively, the “Lockbox Agreement”), and such other agreements related thereto as Debenture Holder may require. Borrower shall ensure that all collections of Borrower’s Accounts and all other cash payments received by Borrower are paid and delivered directly from Account Debtors and other Persons into the appropriate Lockbox Account; provided, however, that all invoices for Borrower’s Accounts shall bear Borrower’s name as the addressee for payments thereunder. The Lockbox Agreements shall provide that the Lockbox Banks immediately will transfer all funds paid into the Lockbox Accounts and those banks into a depository account or accounts maintained at a financial institution approved in which any other Deposit Accounts advance by Debenture Holder (other than any Excluded the “Concentration Account) are maintained, enter into on or prior ”). The Concentration Account shall be subject at all times to the Closing Date or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such date, on the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be a deposit account control agreement in form and substance reasonably satisfactory to Debenture Holder which perfects the Administrative AgentDebenture Holders security interest in the Concentration Account. Notwithstanding and without limiting any other provision of any Debenture Document, it being agreed upon the occurrence and acknowledged that during the control agreements delivered to continuance of an Event of Default, Debenture Holder shall apply, on a daily basis, all funds transferred into the Administrative Agent Concentration Account pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Lockbox Agreement and this Section 2.16 in such order and manner as determined by Debenture Holder. To the extent that any Accounts are satisfactory collected by Borrower or any other cash payments received by Borrower are not sent directly to the Administrative Agent appropriate Lockbox Account but are received by Borrower or any of Borrower’s Affiliates, such collections and proceeds shall be held in trust for all purposes under the benefit of Debenture Holder and immediately remitted (and in any event within two Business Days), in the form received, to the appropriate Lockbox Account for immediate transfer to the Concentration Account. Borrower acknowledges and agrees that compliance with the terms of this Section 2.16 is an essential term of this Agreement. Each Lockbox Account , and that, in addition to and notwithstanding any other rights Debenture Holder may have hereunder, under any other Debenture Document, under applicable law or at equity, upon each and every failure by Borrower or any of Borrower’s Affiliates to comply with any such terms Debenture Holder shall be a “zero” balance account. Each Collection Bank will be instructed entitled to transfer all credit balances in each assess the Lockbox Account Non-Compliance Fee which shall operate to increase the interest rate payable with respect to the Core Concentration Account Convertible Debentures by one percent per annum during any period of non-compliance, whether or not later than the close a Default or an Event of business on each Business Day unless such amounts are otherwise (A) required to be applied pursuant to Section 2.06(b)(i) Default occurs or (B) so long as no Dominion Period then exists, required to be retained in any Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Partyis declared, provided that nothing shall prevent Debenture Holder from considering any failure to comply with the aggregate amount retained terms of this Section 2.16 to be a Default or an Event of Default. If applicable, at any time prior to the execution of all or any of the Lockbox Agreements and operation of all or any of the Lockbox Accounts, Borrower and Borrower’s Affiliates shall direct all collections or proceeds it receives on Accounts or from other Collateral to the accounts(s) and in all the manner specified by Debenture Holder in its sole discretion. The provisions of this Section 2.16 shall not become operative until the termination of the Master Subordination Agreement and the Junior Subordination Agreement, and until such time, the Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals Borrower shall be permitted except controlled by CapitalSource for withdrawals authorized the purpose of perfecting Seller’s and Debenture Holder’s security interest therein. Upon or promptly after termination of the Master Subordination Agreement and the Junior Subordination Agreement, Borrower shall obtain in writing by the Administrative Agent for ordinary course recalls or credits relating to the Accounts or as set forth in any Cash Management Control favor of Debenture Holder an authenticated Lockbox Agreement entered into by the Administrative Agent with respect from each bank holding a Lockbox Account that, immediately prior to such termination, was subject to a Lockbox Account. Such instructions will be irrevocable without the prior written consent Agreement in favor of the Administrative AgentSeller.

Appears in 1 contract

Samples: Security Agreement (Ibf Vi Guaranteed Income Fund)

Lockbox Accounts. Each Loan Party shall instruct all Account Debtors (a) The Grantor has established or caused to be established with the Lockbox Banks the Lockbox Accounts into which Collections (except as provided in Sections 6 and 10 of such Loan Party this Security Agreement) will be deposited from time to remit all payments time. (b) The Grantor has heretofore delivered to the applicable “P.O. Boxes” Collateral Agent fully executed letter agreements in the form of Annex A hereto (the "Lockbox Bank Letters") from each Lockbox Bank. (c) The Grantor shall instruct, or cause the Servicer to instruct, each Lockbox Addresses” Bank to transfer with the Requisite Frequency (in same day funds) all available funds on deposit in any Lockbox Account on such day to the Concentration Account along with any evidences of payment on deposit therein; provided, however, that to the extent any Lockbox Account is also the Concentration Account, such transfer shall be deemed made upon deposit therein. (d) In the event the Grantor (with the consent of the Administrative Agent and certain financial institutions selected by Collateral Agent, such consent not to be unreasonably withheld) or any Lockbox Bank shall, after the Borrower and reasonably acceptable to date hereof, terminate the Administrative Agent (each, a “Collection Bank”) Lockbox Bank Letter with respect to all Accounts the maintenance of such any Lockbox Account Debtorwith any Lockbox Bank for any reason, which remittances or, in the event (i) an Amortization Event or Potential Amortization Event shall occur and be collected continuing or (ii) there has been a failure by the applicable Collection Lockbox Bank and deposited in to perform any of its obligations under the applicable Lockbox Account (each of which shall be under Bank Letter and such failure could adversely affect the “control” (as defined Collateral Agent's interest in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account Collateral or the Collateral Agent's rights, or ability to exercise any remedies, under this Security Agreement or any other Transaction Document, if the Collateral Agent shall upon receipt be deposited demand such termination, the Grantor agrees to notify (and, if the Grantor fails to so notify, the Grantor irrevocably grants the Collateral Agent the authority to notify) all Persons that were depositing Collections into a such terminated Lockbox Account or Lockbox Bank to make all future deposits to another Lockbox Bank with which the Grantor has a Lockbox Bank Letter that has not been terminated by the Grantor, by such Lockbox Bank or by demand from the Collateral Agent; provided, however, that, if the Collateral Agent shall demand termination of all Lockbox Accounts of the Grantor with all Lockbox Banks, the Grantor agrees to notify (and, if the Grantor fails to so notify, the Grantor irrevocably grants the Collateral Agent the authority to notify) all Persons to make all future payments directly into to the Core Concentration Account. Each Loan Party shallCollection Deposit Account or any other account designated by the Collateral Agent. (e) The Grantor represents, along warrants, covenants and agrees that (i) the Collateral Agent is authorized to receive mail delivered to any Lockbox Bank with respect to any Lockbox Account and (ii) a form of standing delivery order has been filed by the Grantor with the Administrative United States Postal Service authorizing the Collateral Agent to receive mail delivered to Lockbox Banks with respect to any Lockbox Account. (f) The Collateral Agent shall have sole and exclusive dominion over and control of each Lockbox Account and the Grantor and the Servicer shall not have any dominion over or control of the Collection Banks that maintain one or more any Lockbox Accounts and those banks in which any other Deposit Accounts (Account, other than any Excluded Account) are maintained, enter into on or prior the right to authorize transfers to the Closing Date or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such date, on the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form Concentration Account as set forth herein and substance reasonably satisfactory to the Administrative Agent, it being agreed and acknowledged that the control agreements delivered to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory terms hereof. (g) The Grantor agrees that the Collateral Agent shall have the unconditional right at any time, whether or not an Amortization Event or Potential Amortization Event has occurred, (i) to the Administrative Agent for instruct any Lockbox Bank to transfer, in same day funds, all purposes under this Agreement. Each Lockbox Account shall be a “zero” balance account. Each Collection Bank will be instructed to transfer all credit balances in each Lockbox Account to the Core Concentration Account not later than the close of business available funds on each Business Day unless such amounts are otherwise (A) required to be applied pursuant to Section 2.06(b)(i) or (B) so long as no Dominion Period then exists, required to be retained deposit in any Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks Concentration Account or similar obligations issued by to any Loan Party, provided Collection Account or (ii) to instruct any Lockbox Bank to thereafter transfer automatically at least as often as once each day that the aggregate amount retained in all is a Business Day for such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (Bank and for the Concentration Bank or Collection Bank, as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligationscase may be, and no other withdrawals shall be permitted except for withdrawals authorized in writing by any event at the Administrative Agent for ordinary course recalls or credits relating open of business on the Business Day following each such day of deposit, in same day funds, all available funds on deposit in any Lockbox Account to the Accounts Concentration Account or as set forth in to any Cash Management Control Agreement entered into by Collection Account along with any evidences of payment on deposit therein. Any such instructions may be revoked only upon the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent direction of the Administrative Collateral Agent.

Appears in 1 contract

Samples: Security Agreement (Burlington Industries Inc /De/)

Lockbox Accounts. Each Establish and maintain a lockbox account (“Lockbox Account”) with a United States depository institution acceptable to Administrative Agent (the “Lockbox Bank”). Borrowers and each other Loan Party shall instruct execute with the Lockbox Bank a lockbox agreement for the Lockbox Account in form and substance acceptable to Administrative Agent, and such other agreements related to such lockbox agreement as Administrative Agent may require. Borrowers and each other Loan Party shall ensure that all collections of Accounts on which Account Debtors of such Loan Party to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (each, a “Collection Bank”) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank are obligated are paid directly into and deposited in the applicable Lockbox Account, and that all funds deposited into the Lockbox Account are immediately transferred into a depository account owned by Administrative Agent (each of which shall be under the “control” (as defined in Section 9-104 of the UCC) of the Administrative AgentConcentration Account”). All amounts received by In the event that any Loan Party and Borrower directly receives any Collection Bank cash, checks, drafts or other remittances on or in respect of Account and/or the sale or lease of Inventory or other funds due to any Account Borrower, such Borrower shall upon receipt be deposited into a Lockbox Account or directly into promptly deliver the Core same to Administrative Agent for deposit of the Concentration Account. Each Loan Party shallPending such deposit, along such Borrower will not commingle any such each, checks, drafts or other remittances with the Administrative Agent other funds and each of the Collection Banks that maintain one or more Lockbox Accounts property but will hold them separate and those banks apart in which any other Deposit Accounts (other than any Excluded Account) are maintained, enter into on or prior to the Closing Date or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such date, on the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form and substance reasonably satisfactory to the trust for Administrative Agent. Subject to Section 2.12, it being agreed and acknowledged that the control agreements delivered to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory to the Administrative Agent for all purposes under this Agreement. Each Lockbox Account shall be a “zero” balance account. Each Collection Bank will be instructed to transfer all credit balances in each Lockbox Account to the Core Concentration Account not later than the close of business on each Business Day unless such Administrative Agent will apply all finally collected funds on deposit in the Concentration Account to the unpaid principal amount of the Revolving Loans then outstanding; provided, however, solely for the purpose of computing interest and fees under this Agreement, funds received in the Concentration Account shall be applied to the Loans on the fifth Business Day after receipt in the Concentration Account. Loan Parties shall cooperate with Administrative Agent in the identification and reconciliation on a daily basis of all amounts are otherwise (A) received in or required to be applied pursuant deposited into the Lockbox Account. Notwithstanding anything in any lockbox agreement to Section 2.06(b)(i) or (B) so long as no Dominion Period then existsthe contrary, required Loan Parties agree that they shall be liable for any fees and charges in effect from time to time and charged by the Lockbox Bank in connection with the Lockbox Account, and that Administrative Agent shall not have any liability therefor. Loan Parties further acknowledge and agree that, to the extent such fees and charges are not paid by Borrowers directly but are satisfied using collections in the Lockbox Account, such fees and charges shall be deemed to be retained in Revolving Loans made by Administrative Agent hereunder. Borrowers agree to indemnify and hold Administrative Agent harmless from any and all liabilities, claims, losses and demands whatsoever, including the reasonable fees and disbursements of legal counsel for Administrative Agent arising from or relating to actions of Administrative Agent or the Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts Bank pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls Section 6.9 or credits relating to the Accounts or as set forth in any Cash Management Control Agreement entered into by the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent of the Administrative Agentlockbox agreement.

Appears in 1 contract

Samples: Credit Agreement (Focus Venture Partners, Inc)

Lockbox Accounts. Each Loan (a) Within the time period specified in Schedule 5.21, the applicable Credit Party shall instruct all enter into a Deposit Account Debtors Control Agreement, in respect of the account set forth on Schedule 2.4. In addition, each applicable Credit Party shall enter into a Deposit Account Control Agreement with respect to (i) any new account that qualifies as a primary concentration account, in each case within 30 days (or such Loan Party to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of longer period as the Administrative Agent may reasonably agree) after such account is established and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (each, a “Collection Bank”ii) with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Lockbox Account (each of which shall be under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account. Each Loan Party shall, along with the Administrative Agent and each of the Collection Banks that maintain one or more Lockbox Accounts and those banks in which any other Deposit Accounts account (other than any Excluded Account) are maintainedreasonably requested by the Administrative Agent from time to time, enter into on or prior to the Closing Date or in each case within 20 30 days thereof (or if such longer period as the Administrative Agent may reasonably agree) after the Administrative Agent’s request therefor (each such account subject to a Deposit Account Control Agreement, a “Controlled Concentration Account”). (b) The Credit Parties shall cause all amounts on deposit in each Lockbox Bank Collection Account to be swept to a Controlled Concentration Account nightly, at the conclusion of each Business Day. In the event that any new Credit Party receives any Collections that should have been sent to a Controlled Concentration Account, such Credit Party shall promptly upon receipt (and in any event within one (1) Business Day of receipt) forward such Collections directly to such Controlled Concentration Account in the form received, and promptly notify Administrative Agent of such event. Until so forwarded, such Collections not generated from Government Account Debtors shall be held in trust for the benefit of Administrative Agent. (c) At any time during the continuance of a Cash Dominion Event, the Administrative Agent shall have the right to deliver a notice of exclusive control with respect to each Lockbox Accounts Account directing the Lockbox Bank to transfer or Deposit Accounts are opened after cause to be transferred, no less frequently than once per Business Day, all available cash balances and cash receipts to an account of the Administrative Agent (each such date, period beginning on the date of the delivery of a notice of exclusive control and ending on the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate no Cash Management Control AgreementsDominion Event is continuing, in each case, to be in form and substance reasonably satisfactory to the Administrative Agent, it being agreed and acknowledged that the control agreements delivered to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory to the Administrative Agent for all purposes under this Agreement. Each Lockbox Account shall be a “zero” balance accountControl Period”). Each Collection Bank will be instructed to transfer all credit balances The Credit Parties acknowledge that a Control Period is in each Lockbox Account to effect as of the Core Concentration Account not later than the close of business on each Business Day unless such amounts are otherwise Closing Date. (Ad) required to be applied pursuant to Section 2.06(b)(i) or (B) so So long as no Cash Dominion Period then existsEvent has occurred and is continuing, required to be retained the Credit Parties shall have full and complete access to, and may direct the manner of disposition of funds in all Lockbox Accounts. During the continuance of a Control Period, (x) no Credit Party shall withdraw any amounts from any Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls or credits relating to the Accounts or as set forth in any Cash Management Control Agreement entered into by the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent of the Administrative Agent, (y) no Credit Party shall change the procedures or sweep instructions under any agreement providing for amounts to be swept to a Lockbox Account or under Deposit Account Control Agreement without prior written consent of the Administrative Agent and (z) Borrower shall cooperate with Administrative Agent in the identification and reconciliation on a daily basis of all amounts received in or required to be deposited into the deposit accounts. (e) Notwithstanding anything in any Deposit Account Control Agreement to the contrary, Borrower agrees that it shall be liable for any fees and charges in effect from time to time and charged by the Lockbox Bank in connection with the Lockbox Accounts, and neither Administrative Agent nor Lender shall have any liability therefor. Borrower further acknowledges and agrees that, to the extent such fees and charges are not paid by Borrower directly but are satisfied using Collections in the Lockbox Accounts, such fees and charges shall be deemed to be Revolving Loans made by Lenders hereunder and, to the extent that the payment of such fees or charges by Borrower as provided herein results in any over-advance pursuant to Section 2.5, Borrower shall repay an amount equal to the Overage Amount resulting from such over-advance within one (1) Business Day of Administrative Agent’s written request (which may be by electronic mail) thereof. (f) Borrower agrees that, during the continuance of a Control Period, all payments made to the Controlled Concentration Accounts or otherwise received by Administrative Agent, whether in respect of the Accounts or as proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be applied on account of the Obligations in accordance with the terms of this Agreement but, for purposes of calculating interest and fees hereunder, shall be subject to the applicable terms set forth in the Loan Documents. If as the result of Collections of Accounts and/or any other cash payments received by any Credit Party pursuant to this Section 2.4 a credit balance exists with respect to the Controlled Concentration Account, such credit balance shall not accrue interest in favor of Borrower, but shall be available to such Credit Party upon such Credit Party’s written request.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Quorum Health Corp)

Lockbox Accounts. Each Loan Party The Operation and Maintenance Account held by the Corporation pursuant to Section 5.05 hereof and any other such account containing Category B Arena Revenues held by the Corporation shall instruct all Account Debtors of such Loan Party to remit all payments to the applicable “P.O. Boxes” or constitute a “Lockbox AddressesAccountof the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (each, a “Collection Bank”) with respect to all Accounts of such which the Corporation and the Bond Trustee shall enter into, on or before the Closing Date, an Account DebtorControl Agreement with the Lockbox Bank. The Account Control Agreement shall require that, which remittances shall be collected by the applicable Collection Bank and deposited in upon the applicable Lockbox Bank’s receipt of a Notice of Exclusive Control from the Bond Trustee, the Lockbox Bank will cease to follow the direction of the Corporation or the Manager with respect to the Lockbox Account (each and shall only follow directions provided by the Bond Trustee with respect to disposition of which moneys on deposit in the Lockbox Account. The Bond Trustee shall give a Notice of Exclusive Control to the Lockbox Bank if an event of default occurs and is continuing under this Loan Agreement or the Bond Indenture or if directed to by the Bond Insurer. Until such time as the Bond Trustee gives Notice of Exclusive Control to the Lockbox Bank, the Corporation shall be under permitted to expend or withdraw moneys from the “control” Lockbox Account for its purposes. The Bond Trustee and the Corporation shall direct the Lockbox Bank to give access at all times to the Bond Trustee and the Bond Insurer to the electronic records regarding the moneys (as defined in Section 9-104 of the UCCi) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account shall upon receipt be deposited into a the Lockbox Account or directly into and (ii) disbursed from the Core Concentration applicable Lockbox Account. Each Loan Party shall, along with the Administrative Agent and each of the Collection Banks that maintain one or more Lockbox Accounts and those banks During any period in which any other Deposit Accounts (other than any Excluded Account) are maintaineda Notice of Exclusive Control shall have been given and not rescinded, enter into on or prior with respect to the Closing Date or within 20 days thereof Lockbox Account, (or if any new Lockbox Accounts or Deposit Accounts are opened after such date, on a) the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form and substance reasonably satisfactory Corporation shall provide a written report to the Administrative Agent, it being agreed Bond Trustee and acknowledged that the control agreements delivered to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement Bond Insurer at least weekly reflecting receipts and are satisfactory to the Administrative Agent for all purposes under this Agreement. Each Lockbox Account shall be a “zero” balance account. Each Collection Bank will be instructed to transfer all credit balances in each Lockbox Account to the Core Concentration Account not later than through the close of business on each the second preceding Business Day unless such amounts are otherwise Day; and (Ab) required to be applied pursuant to Section 2.06(b)(i) or (B) so long as no Dominion Period then exists, required to be retained in any Lockbox Account to satisfy promptly upon receipt of the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, weekly report provided that under the aggregate amount retained in all such Lockbox Accounts pursuant to this immediately preceding clause (B) a), the Bond Trustee shall not exceed that amount (as reasonably determined by cause the Borrower) to cover the aggregate amounts transfer of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls or credits relating to the Accounts or moneys as set forth in any Cash Management Control Agreement entered into by such report, but in the Administrative Agent with respect to absence of such report the Bond Trustee shall retain possession of moneys in the Lockbox Account. Such instructions will ; provided, notwithstanding anything herein to the contrary, the Bond Trustee shall be irrevocable without permitted to rely on the prior written consent information set forth in the report and shall have no responsibility to inquire into the accuracy of the Administrative Agentinformation set forth therein.

Appears in 1 contract

Samples: Loan Agreement

Lockbox Accounts. (a) Each Loan Party Lockbox Bank shall instruct all Account Debtors of such Loan Party be instructed by TLI to remit all payments transfer to the applicable “P.O. Boxes” or “related Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (eachAccount, on a “Collection Bank”) with respect to daily basis, all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and deposited items received in the applicable Lockbox Account (each of which shall be under and to remit to the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account, on a daily basis (but subject to the Lockbox Bank's customary funds availability schedule), all amounts deposited in the Lockbox Accounts maintained with such Lockbox Bank. Each Loan Party shallUpon the occurrence and continuation of a Designated Event of Default, along with the Administrative Agent is hereby authorized and each of empowered, as the Collection Banks that maintain one or more Lockbox Accounts and those banks in which any other Deposit Accounts (other than any Excluded Account) are maintained, enter into on or prior to the Closing Date or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such date, on the date on which such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each caseTLI's attorney-in-fact, to be endorse any item deposited in form and substance reasonably satisfactory to a Lockbox or presented for deposit in any Lockbox Account requiring the Administrative Agentendorsement of TLI, it being agreed and acknowledged that the control agreements delivered to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory to the Administrative Agent for all purposes under this Agreementwhich authorization is coupled with an interest. Each Lockbox Account shall be subject to the "control" of the Administrative Agent within the meaning of the UCC. (b) TLI may, from time to time after the Closing Date, designate a “zero” balance account. Each Collection Bank will be instructed to transfer all credit balances in each new account as a Lockbox Account to the Core Concentration Account not later than the close of business on each Business Day unless (and a new lockbox or post office box relating thereto as a Lockbox), and such amounts are otherwise (A) required to be applied pursuant to Section 2.06(b)(i) or (B) so long as no Dominion Period then exists, required to be retained in any account shall become a Lockbox Account to satisfy (and the payment bank at which such account is maintained shall become a Lockbox Bank, and such lockbox or post office box shall become a Lockbox for purposes of outstanding obligations owing in respect of checks or similar obligations issued by any this Loan Party, Agreement); provided that the aggregate amount retained in all Administrative Agent shall have received not less than ten (10) Business Days' prior written notice of the account (and related lockbox or post office box) and/or the bank that are proposed to be added and, not less than five (5) Business Days prior to the effective date of any such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligationsproposed addition, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls or credits relating shall have received (i) an executed acknowledgment from such bank in form and substance to the Accounts or as set forth in any Cash Management Control Agreement entered into by the Administrative Agent establishing the "control" of the Administrative Agent over such post office box and/or lockbox account and (ii) copies of all other agreements and documents signed by the new bank or such other parties with respect to such Lockbox. (i) TLI may, from time to time after the Closing Date, terminate an account as a Lockbox Account. Such instructions will be irrevocable without ; provided that no such termination shall occur unless the Administrative Agent shall have received not less than five (5) Business Days' prior written consent notice of the account and/or the bank that are proposed to be terminated, and prior to the effective date of any such proposed termination, the Administrative Agent shall have received counterparts of an agreement, duly executed by the applicable bank and reasonably satisfactory in form and substance to the Administrative Agent; establishing the "control" of the Administrative AgentAgent over such post office box and/or lockbox account.

Appears in 1 contract

Samples: Credit Agreement (TAL International Group, Inc.)

Lockbox Accounts. Each Loan Party (a) The Collateral Manager shall instruct all Account Debtors of such Loan Party establish and maintain pursuant to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” of the Administrative Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (each, a “Collection Bank”) Agreements with respect to all Accounts of such Account Debtor, which remittances shall be collected by the applicable Collection Bank and deposited in the applicable Lockbox Account (each of which shall be under the “control” (as defined in Section 9-104 of the UCC) of the Administrative Agent). All amounts received by any Loan Party and any Collection Bank in respect of any Account shall upon receipt be deposited into a Lockbox Account or directly into the Core Concentration Account. Each Loan Party shall, along with the Administrative Agent and each of the Collection Banks that maintain one or more Lockbox Banks, one or more Lockbox Accounts, in the name of the Borrower. All Lockbox Accounts are listed on Schedule 7.13. Each of the Collateral Manager and those banks in which any other Deposit Accounts (other than any Excluded Account) are maintained, enter into on or prior the Borrower hereby grants to the Closing Date Facility Agent, for the benefit of itself and the Secured Parties, a security interest in all of its right, title and interest to the Lockbox Accounts. (b) The Collateral Manager shall direct, or within 20 days thereof (or if any new Lockbox Accounts or Deposit Accounts are opened after such datecause to be directed, all Obligors to make payments on the date on Contracts, including any security deposits made by an Obligor to secure the indebtedness of such Obligor under a Contract, directly to a Lockbox Account (which may be made through the Funds-Transfer system) and, within three (3) Business Days after receipt into a Lockbox Account, all available balances in such new Lockbox Accounts or Deposit Accounts are opened) separate Cash Management Control Agreements, in each case, to be in form and substance reasonably satisfactory to the Administrative Agent, it being agreed and acknowledged that the control agreements delivered to the Administrative Agent pursuant to the Prepetition Credit Agreement constitute Cash Management Control Agreements under this Agreement and are satisfactory to the Administrative Agent for all purposes under this Agreement. Each Lockbox Account shall be remitted to the Collection Account or the Security Deposit Collection Account, as the case may be. At such time, the Collateral Manager shall also direct each of the other parties to the Transaction Documents, to the extent that any amounts may be payable thereunder to the Borrower, to make all deposits of such amounts directly into the Lockbox Account (which may be made through the Funds-Transfer system). If notwithstanding the foregoing the Collateral Manager at any time thereafter receives any Collections with respect to any Contract Payment or any other proceeds of any Contracts, the Collateral Manager shall direct or cause to be directed, the related Obligor to make such payments to the Lockbox Account (which may be made through the Funds-Transfer system) and shall promptly, and in any event no later than the first Business Day after receipt thereof, deposit or cause to be deposited all such amounts into the Collection Account or the Security Deposit Collection Account, as the case may be. (c) To the extent amounts in the Security Deposit Collection Account may be applied as a “zero” balance account. Each payment on a Contract pursuant to the terms of such Contract, the Collateral Manager shall transfer such amounts from the Security Deposit Collection Bank will be instructed to transfer all credit balances in each Lockbox Account to the Core Concentration Collection Account not later than the close of business on each Business Day unless such amounts are otherwise (A) required to be applied as a Collection thereof in accordance with Section 8.5. Upon payment in full by an Obligor of all amounts owing under a Contract, the Collateral Manager shall withdraw the remaining amount (if any) of any security deposit related to such Contract previously deposited into the Security Deposit Collection Account and return such amount to such Obligor pursuant to Section 2.06(b)(i) or (B) so long as no Dominion Period then exists, required to be retained in any Lockbox Account to satisfy the payment of outstanding obligations owing in respect of checks or similar obligations issued by any Loan Party, provided that the aggregate amount retained in all such Lockbox Accounts pursuant to this clause (B) shall not exceed that amount (as reasonably determined by the Borrower) to cover the aggregate amounts of all such outstanding obligations, and no other withdrawals shall be permitted except for withdrawals authorized in writing by the Administrative Agent for ordinary course recalls or credits relating to the Accounts or as set forth in any Cash Management Control Agreement entered into by the Administrative Agent with respect to such Lockbox Account. Such instructions will be irrevocable without the prior written consent terms of the Administrative Agentrelated Contract.

Appears in 1 contract

Samples: Receivables Financing Agreement (TriplePoint Private Venture Credit Inc.)