Common use of Lockbox Agreement Clause in Contracts

Lockbox Agreement. The Debtors shall direct all of their Account Debtors to make all payments on the Accounts directly to a post office box (the “Lockbox”) designated by and under the exclusive control of the Bank pursuant to a form of Lockbox Mail Collection Service Agreement between the Debtor and the Bank in form and substance satisfactory to the Bank, to be executed, dated and delivered to the Bank within 120 days of the Closing under the Credit Agreement (the “Lockbox Agreement”). Within such 120-day period, the Debtor shall establish the Lockbox and an account (the “Lockbox Account”) in the Debtor’s name with the Bank into which all payments received in the Lockbox shall be deposited, and into which the Debtor will promptly, but no later than within one (1) Business Day, deposit all payments made for Inventory or services and received by the Debtor in the identical form in which such payments were made, whether by cash or check. If a Debtor, a Subsidiary or any director, officer, employee or agent of a Debtor or any Subsidiary, or any other Person acting for or in concert with a Debtor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, the Debtor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Bank and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account. For the purpose of this paragraph, each Debtor irrevocably hereby makes, constitutes and appoints the Bank (and all Persons designated by the Bank for that purpose) as the Debtor’s true and lawful attorney and agent in-fact: (i) to endorse the Debtor’s name upon any such checks, notes, drafts, instruments, and other items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, instrument, invoice or similar document or agreement relating to any Account of the Debtor or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereof; and (iii) to have access to any lock box or postal box into which any of the Debtor’s mail is deposited, and open and process all mail addressed to the Debtor and deposited therein.

Lockbox Agreement. The Debtors All amounts payable on account of the Liberty Portfolio Timeshare Loans shall direct all of their Account Debtors to make all payments on the Accounts directly to be received by a post office box financial institution or other entity approved by Lender (the “LockboxLockbox Bank”) and transmitted by Lockbox Bank to Lender or any entity designated by Lender in accordance with the provisions of an agreement among Borrower, Lender, Servicer and under the exclusive control of the Bank pursuant to a form of Lockbox Mail Collection Service Agreement between the Debtor and the Bank in form and substance satisfactory content acceptable to the Bank, to be executed, dated Borrower and delivered to the Bank within 120 days of the Closing under the Credit Agreement Lender (the “Lockbox Agreement”). Within such 120-day periodBank of America, N.A. shall be deemed by Lender to be an approved Lockbox Bank. All payments on account of Liberty Portfolio Timeshare Loans shall be deposited in an account maintained by Borrower for the Debtor shall establish benefit of Lender with the Lockbox Bank and an account (the “Lockbox Account”) in the Debtor’s name with the Bank into which all payments received in shall be transmitted to Lender by wire transfer by the Lockbox shall be deposited, and into which the Debtor will promptly, but no later than within one (1) Bank once each Business Day, deposit all payments made for Inventory or services and received by the Debtor in the identical form in which such payments were made, whether by cash or check. If a Debtor, a Subsidiary or any director, officer, employee or agent of a Debtor or any Subsidiary, or any other Person acting for or in concert with a Debtor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, the Debtor and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, the Bank and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind pursuant to the Lockbox AccountAgreement. For At any time after Lockbox Bank shall fail to keep and perform its obligations under the purpose Lockbox Agreement to the reasonable satisfaction of Lender, Borrower shall, upon the written request of Lender, promptly terminate such agreement in accordance with the terms of the Lockbox Agreement. At any time after Lockbox Bank shall fail to keep and perform its obligations under the Lockbox Agreement to the satisfaction of Lender, Borrower shall, upon the written request of Lender, terminate such agreement in accordance with its terms. If the Lockbox Agreement shall be terminated by Lender, the Lockbox Bank or, with the consent of Lender, by Borrower, Borrower shall, prior to the effective date of such termination, enter into a similar arrangement with another financial institution satisfactory to Lender, or at Lender’s option make other arrangements satisfactory to Lender, in its sole discretion, for the collection and transmittal to Lender of payments made on account of Timeshare Loans then and thereafter assigned to Lender pursuant to this Agreement. Borrower expressly acknowledges and agrees that an action for damages for any breach of the requirements of this paragraphSection 6.3 shall not be an adequate remedy at law. In the event of any such breach, each Debtor irrevocably Borrower agrees to the fullest extent allowed by law that Lender shall be entitled to injunctive relief to restrain such breach and require compliance with such requirements. Borrower hereby makesagrees to indemnify and hold Lender harmless from and against any claims, constitutes demands, expenses, costs, damages, liabilities, setoffs, recoupments and appoints expenses associated with the Lockbox Agreement regardless of whether or not Lockbox Bank is liable or responsible for such items under the express terms of the Lockbox Agreement, except to the extent such claims, demands, expenses, costs, damages, liabilities, setoffs, recoupments and expenses are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Lender or Lockbox Bank. By way of example, but without limiting any other possibilities, Borrower shall, subject to the foregoing sentence, indemnify and hold Lender harmless from and against any claims, demands, expenses, costs, damages, liabilities, setoffs, recoupments and expenses (including, without limitation, reasonable attorney’s fees and all Persons designated court costs) both legal and equitable, associated with the Lockbox Agreement regardless of whether or not Lockbox Bank may avoid or limit its responsibility by the Bank for that purpose) as the Debtor’s true and lawful attorney and agent in-fact: claiming (i) that Lender had a duty to endorse notify Lockbox Bank of any errors, discrepancies and/or irregularities under the Debtor’s name upon any such checksLockbox Agreement, notes, drafts, instruments, and other items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, instrument, invoice or similar document or agreement relating to any Account of the Debtor or goods pertaining thereto; (ii) to take control that Lockbox Bank’s liability cannot exceed the service charges charged in any manner of any item of payment or proceeds thereof; connection with the Lockbox Agreement for the most recent twelve-month period, and (iii) that Lockbox Bank’s liability does not extend to have access to any lock box special, incidental, indirect or postal box into which any of the Debtor’s mail is deposited, and open and process all mail addressed to the Debtor and deposited thereinconsequential damages.

Lockbox Agreement. The Debtors Within twelve (12) months after the parties' execution of this Agreement, the Borrower shall direct all of their Account Debtors its account debtors to make all payments on the Accounts "Accounts" (as defined in the Security Agreement) directly to a post office box (the “"Lockbox”") designated by which shall be subject to the terms and under the exclusive control conditions of the Bank pursuant Lockbox Agreement. The Borrower agrees to a form of Lockbox Mail Collection Service Agreement between the Debtor pay all fees, costs and expenses which the Bank incurs in form connection with opening and substance satisfactory maintaining the Lockbox account and depositing for collection by the Bank any check or other item of payment received by the Bank. All of such fees, costs and expenses shall constitute Obligations hereunder, shall be payable to the Bank by the Borrower upon demand, and, until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed for deposit with the Bank, to and, if that endorsement of any such item shall not be executed, dated and delivered to the Bank within 120 days of the Closing under the Credit Agreement (the “Lockbox Agreement”). Within such 120-day period, the Debtor shall establish the Lockbox and an account (the “Lockbox Account”) in the Debtor’s name with the Bank into which all payments received in the Lockbox shall be deposited, and into which the Debtor will promptly, but no later than within one (1) Business Day, deposit all payments made for Inventory or services and received by the Debtor in the identical form in which such payments were made, whether by cash or check. If a Debtor, a Subsidiary or any director, officer, employee or agent of a Debtor or any Subsidiary, or any other Person acting for or in concert with a Debtor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, the Debtor and each such Person shall receive all such items in trust for, and as the sole and exclusive property ofreason, the Bank and, immediately upon receipt thereof, shall remit is hereby irrevocably authorized to endorse the same (or cause on the same to be remitted) in kind Borrower's behalf for deposit into the Borrower's account subject to the terms of the Lockbox AccountAgreement. For the purpose of this paragraph, each Debtor the Borrower irrevocably hereby makes, constitutes and appoints the Bank (and all Persons designated by the Bank for that purpose) as the Debtor’s Borrower's true and lawful attorney and agent agent-in-fact: fact consistent with the terms of the Lockbox Agreement (i) to endorse the Debtor’s Borrower's name upon any such checks, notes, drafts, instruments, and other said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, instrument, invoice or similar document or agreement relating to any Account of the Debtor Borrower or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereof; and (iii) to have access to any lock box or postal box into which any of the Debtor’s Borrower's mail is deposited, and open and process all mail addressed to the Debtor Borrower and deposited therein, all in accordance with the terms of the Lockbox Agreement.

Lockbox Agreement. The Debtors On or prior to the closing of the Loan, (i) Lender and Borrower shall direct all of their Account Debtors enter into a Lockbox Service Agreement (the “Lockbox Agreement”) pursuant to make all payments on the Accounts directly to which and in accordance with Lender shall rent a post office box (the “Lockbox”) designated by for the benefit of Borrower, and under (ii) the exclusive control of the Bank pursuant to a form of Lockbox Mail Collection Service Agreement between the Debtor and the Bank in form and substance satisfactory to the Bank, to be executed, dated and delivered to the Bank within 120 days of the Closing under the Credit Agreement Borrower shall instruct all tenants (the “Lockbox Agreement”). Within such 120-day period, the Debtor shall establish the Lockbox and an account (the “Lockbox AccountExisting Tenants”) in under the Debtor’s name with Existing Leases (as hereinafter defined), as well as any and all new tenants at the Bank into which Property, to send any and all rent payments received to be made by the Existing Tenants to the Borrower under the Existing Leases, as well as any and all rent payments to be made by any and all such new tenants, directly to the Lockbox. The Borrower further acknowledges and agrees that: (a) the monthly payments of interest-only due under the Loan shall automatically be deducted from the funds in the Lockbox shall be deposited, and into which prior to the Debtor will promptly, but no later than within one (1) Business Day, deposit all payments made for Inventory or services and received by the Debtor of such funds in the identical form Deposit Account (as such term is defined in which such payments were madethe Lockbox Agreement); (b) if, whether by cash for any reason, the amount of the funds available in or check. If a Debtor, a Subsidiary or any director, officer, employee or agent from the Lockbox is insufficient to pay the monthly installments of a Debtor or any Subsidiary, or interest (and any other Person acting for or in concert with a Debtor shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateralsums) then due and owing under the Loan Documents, the Debtor and each such Person Borrower shall receive all such items timely pay to Lender the amount of the shortfall; (c) Lender shall have the right to apply the funds in trust for, and as the sole and exclusive property of, the Bank and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to from the Lockbox Account. For the purpose of this paragraph, each Debtor irrevocably hereby makes, constitutes and appoints the Bank (and all Persons designated by the Bank for that purposeDeposit Account) towards the Loan upon the occurrence of an Event of Default (as the Debtor’s true and lawful attorney and agent in-fact: (i) to endorse the Debtor’s name upon any such checkshereinafter defined), notes, drafts, instruments, and other items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, instrument, invoice in whatever order or similar document or agreement relating to any Account of the Debtor or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereofpriority Lender shall determine; and (iiid) to have access to any lock box the funds in or postal box into which any of from the Debtor’s mail is deposited, Lockbox (and open and process all mail addressed to the Debtor and deposited thereinDeposit Account) shall serve as additional collateral for the Loan.

Lockbox Agreement. The Debtors Borrower shall direct all of their its Account Debtors to make all payments on the Accounts directly to a post office box (the “Lockbox”) designated by by, and under the exclusive control of the Bank pursuant Bank. Pursuant to a form of that certain Lockbox Mail Collection Service Agreement dated as of May 14, 2002 between the Debtor Borrower and the Bank in form and substance satisfactory to the Bank, to be executed, dated and delivered to the Bank within 120 days of the Closing under the Credit Agreement (the “Lockbox Agreement”). Within such 120-day period, the Debtor shall establish Borrower established the Lockbox and an account (the “Lockbox Account”) in the DebtorBorrower’s name with the Bank into which all payments received in the Lockbox shall be deposited, and into which the Debtor Borrower will promptly, but no later than within one (1) Business Day, immediately deposit all payments made for Inventory or services and received by the Debtor Borrower in the identical form in which such payments were made, whether by cash or check. If a Debtorthe Borrower, a Subsidiary or any director, officer, employee employee, agent or agent of a Debtor the Borrower or any Subsidiary, Subsidiary or any other Person acting for or in concert with a Debtor the Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, the Debtor Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, of the Bank and, immediately upon receipt thereof, thereof shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account. The Borrower agrees that all payments made to such Lockbox Account or otherwise received by the Bank, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, will be applied on account of the Revolving Loans in accordance with the terms of this Agreement. The Borrower agrees to pay all reasonable fees, costs and expenses which the Bank incurs in connection with opening and maintaining the Lockbox Account and depositing for collection by the Bank any check or other item of payment received by the Bank on account of the Obligations. All of such reasonable fees, costs and expenses shall constitute Obligations hereunder, shall be payable to the Bank by the Borrower upon demand, and, until paid, shall bear interest at the Prime Rate. All checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the Borrower to the Bank, and, if that endorsement of any such item shall not be made for any reason, the Bank is hereby irrevocably authorized to endorse the same on the Borrower’s behalf. For the purpose of this paragraph, each Debtor the Borrower irrevocably hereby makes, constitutes and appoints the Bank (and all Persons designated by the Bank for that purpose) as the DebtorBorrower’s true and lawful attorney and agent agent-in-fact: fact (i) to endorse the DebtorBorrower’s name upon any such checks, notes, drafts, instruments, and other said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, instrument, invoice or similar document or agreement relating to any Account of the Debtor Borrower or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereof; , and (iii) to have access to any lock box or postal box into which any of the DebtorBorrower’s mail is deposited, and open and process all mail addressed to the Debtor Borrower and deposited therein.

Lockbox Agreement. The Debtors Borrower shall direct all of their its Account Debtors to make all payments on the Accounts directly to a post office box (the “Lockbox”) designated by by, and under the exclusive control of the Bank pursuant Bank. Pursuant to a form of that certain Lockbox Mail Collection Service Agreement dated as of May 14, 2002 between the Debtor Subsidiary Borrower and the Bank in form and substance satisfactory to the Bank, to be executed, dated and delivered to the Bank within 120 days of the Closing under the Credit Agreement (the “Lockbox Agreement”). Within such 120-day period, to which the Parent Borrower has become a party, the Debtor shall establish Borrower established the Lockbox and an account (the “Lockbox Account”) in the DebtorBorrower’s name with the Bank into which all payments received in the Lockbox shall be deposited, and into which the Debtor Borrower will promptly, but no later than within one (1) Business Day, immediately deposit all payments made for Inventory or services and received by the Debtor Borrower in the identical form in which such payments were made, whether by cash or check. If a Debtorthe Borrower, a Subsidiary or any director, officer, employee employee, agent or agent of a Debtor the Borrower or any Subsidiary, Subsidiary or any other Person acting for or in concert with a Debtor the Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as proceeds of Accounts or other Collateral, the Debtor Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, of the Bank and, immediately upon receipt thereof, thereof shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account. The Borrower agrees that if Borrower is in default under any of the Loan Documents, then payments made to such Lockbox Account or otherwise received by the Bank, whether in respect of the Accounts or as proceeds of other Collateral or otherwise, at Bank’s discretion may be applied on account of the Revolving Loans in accordance with the terms of this Agreement. The Borrower agrees to pay all reasonable fees, costs and expenses which the Bank incurs in connection with opening and maintaining the Lockbox Account and depositing for collection by the Bank any check or other item of payment received by the Bank on account of the Obligations. All of such reasonable fees, costs and expenses shall constitute Obligations hereunder, shall be payable to the Bank by the Borrower upon demand, and, until paid, shall bear interest at the Prime Rate. If Borrower is in default under any of the Loan Documents, all checks, drafts, instruments and other items of payment or proceeds of Collateral shall be endorsed by the Borrower to the Bank, and, if that endorsement of any such item shall not be made for any reason, the Bank is hereby irrevocably authorized to endorse the same on the Borrower’s behalf. For the purpose of this paragraph, each Debtor the Borrower irrevocably hereby makes, constitutes and appoints the Bank (and all Persons designated by the Bank for that purpose) as the DebtorBorrower’s true and lawful attorney and agent agent-in-fact: fact (i) to endorse the DebtorBorrower’s name upon any such checks, notes, drafts, instruments, and other said items of payment and/or proceeds of Collateral and upon any Chattel Paper, document, instrument, invoice or similar document or agreement relating to any Account of the Debtor Borrower or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereof; , and (iii) to have access to any lock box or postal box into which any of the DebtorBorrower’s mail is deposited, and open and process all mail addressed to the Debtor Borrower and deposited therein.