Lockbox and Blocked Account. Borrower hereby agrees to establish and maintain throughout the term of this Agreement a lock box (a "Lock Box") in Borrower's name with Mercantile Bank National Association or another bank (a "Collecting Bank") which is acceptable to Lender (subject to irrevocable instructions acceptable to Lender as hereinafter set forth) to which Borrower shall direct all Account Debtors to directly remit all payments on Accounts and all lessees to directly remit all Lease Payments and in which Borrower shall on each Domestic Business Day deposit all cash payments made for Inventory and other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash, check or otherwise. Lender understands that there will be a transition period between the time Borrower notifies its Account Debtors and lessees to make payments directly to the Lock Box (which notification Borrower agrees to make within three (3) Domestic Business Days after the date of this Agreement) and the time such Account Debtors and lessees will make payments directly to the Lock Box and Lender acknowledges and agrees that Princeton Capital Finance Company's agreement to promptly remit to Lender all payments made by such Account Debtors and lessees to the lock box maintained by Borrower with Core States Bank will satisfy the requirements of the immediately preceding sentence during such transition period. In addition, Borrower hereby agrees to establish and maintain throughout the term of this Agreement a depository account at its Collecting Bank (a "Blocked Account"). The Collecting Bank shall acknowledge and agree, in a manner satisfactory to Lender, that all payments made to the Lock Box and the Blocked Account are the sole and exclusive property of Lender and that the Collecting Bank has no right of setoff against the Lock Box or the Blocked Account and that all such payments, whether by cash, check, wire transfer or any other instrument, made to such Lock Box or Blocked Account or otherwise received by Borrower and whether on the Accounts or the Lease Payments or as proceeds of any other Collateral or otherwise are and will be the sole and exclusive property of Lender. Borrower shall irrevocably instruct the Collecting Bank to on a daily basis on each Domestic Business Day (i) transfer all payments or deposits to Borrower's Lock Box into Borrower's Blocked Account and (ii) all funds in the Blocked Account of Borrower shall be transferred (by way of debit, ACH debit, wire transfer or other means, as directed by Lender) on a daily basis on each Domestic Business Day to an account of Lender at Mercantile Bank National Association or such other bank as Lender may from time to time specify in writing to be applied by Lender to the payment of the Secured Obligations as follows: (a) so long as no Event of Default under this Agreement has occurred and is continuing, as directed by Borrower and (b) so long as any Event of Default under this Agreement has occurred and is continuing, in such order and manner as Lender may elect. Lender agrees that, so long as no Event of Default and no event which with the passage of time or the giving of notice or both would constitute an Event of Default under this Agreement has occurred and is continuing, if the application of funds received by Lender from the Blocked Account would result in the prepayment of a LIBOR Loan, Borrower may, at its option, invest such funds in a cash collateral account at Mercantile Bank National Association (pursuant to documentation acceptable to Lender granting Lender a first priority perfected security interest in such account and the proceeds thereof) until the expiration of the Interest Period for such LIBOR Loan. Borrower shall have no right to withdraw any funds out of the Lock Box and/or the Blocked Account. Borrower, and each of its Affiliates, employees, agents and/or other Persons acting for or in concert with Borrower, shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender, any monies, checks, notes, drafts and any other payments relating to and/or proceeds of Accounts, Lease Payments and/or other Collateral which come into the possession or under the control of Borrower or any Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall cause the same to be deposited into Borrower's Lock Box on each Domestic Business Day.
Appears in 1 contract
Lockbox and Blocked Account. Borrower hereby agrees to establish and maintain throughout the term of this Agreement a lock box (a "Lock Box") in Borrower's name with Mercantile Bank National Association or another bank (a "Collecting Bank") which is acceptable to Lender (subject to irrevocable instructions acceptable to Lender as hereinafter set forth) to which Borrower Borrowers shall direct all of their Account Debtors to directly remit make all payments on the Accounts directly to the Lock Box. Borrowers shall establish a Blocked Account, into which all payments received in the Lock Box shall be deposited, and all lessees to directly remit all Lease Payments and in into which Borrower shall on each Domestic Business Day Borrowers will immediately deposit all cash payments made for Inventory and other cash payments constituting proceeds of Collateral received by Borrowers on Accounts in the identical form in which such payment was madepayments were received, whether by cashcash or check. If Borrowers, check any Affiliate or otherwise. Subsidiary, any shareholder, officer, director, employee or agent of Borrowers or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrowers and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender understands that there will and, immediately upon receipt thereof, shall remit the same (or cause the same to be a transition period between the time Borrower notifies its Account Debtors and lessees to make payments directly remitted) in kind to the Lock Box (which notification Borrower agrees to make within three (3) Domestic Business Days after the date of this Agreement) and the time such Account Debtors and lessees will make payments directly to the Lock Box and Lender acknowledges and agrees that Princeton Capital Finance Company's agreement to promptly remit to Lender all payments made by such Account Debtors and lessees to the lock box maintained by Borrower with Core States Bank will satisfy the requirements of the immediately preceding sentence during such transition period. In addition, Borrower hereby agrees to establish and maintain throughout the term of this Agreement a depository account at its Collecting Bank (a "Blocked Account"). The Collecting Bank financial institution with which the Blocked Account is established, if other than Lender, shall acknowledge and agree, in a manner satisfactory to Lender, that all payments made to the amounts on deposit in such Lock Box and the Blocked Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in the Lock Box and Blocked Account without further consent from Borrowers, that the Collecting Bank such financial institution has no right of to setoff against the Lock Box or Blocked Account or against any other account maintained by such financial institution into which the contents of the Lock Box or Blocked Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in the Blocked Account and on a daily basis as such funds are collected. Borrowers agree that all such payments, whether by cash, check, wire transfer or any other instrument, payments made to such Lock Box or Blocked Account or otherwise received by Borrower and Lender, whether on in respect of the Accounts or the Lease Payments or as proceeds Proceeds of any other Collateral or otherwise (except for proceeds of Collateral which are and required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be the sole and exclusive property of Lender. Borrower shall irrevocably instruct the Collecting Bank to applied on a daily basis on each Domestic Business Day (i) transfer all payments or deposits to Borrower's Lock Box into Borrower's Blocked Account and (ii) all funds in the Blocked Account of Borrower shall be transferred (by way of debit, ACH debit, wire transfer or other means, as directed by Lender) on a daily basis on each Domestic Business Day to an account of Lender at Mercantile Bank National Association or such other bank as Lender may from time to time specify the Obligations in writing to be applied by Lender to accordance with the payment terms of the Secured Obligations as follows: (a) this Agreement; provided, that so long as no Event of Default under this Agreement has occurred and is continuingoccurred, as directed payments received by Borrower Lender shall not be applied to the unmatured portion of the LIBOR Rate Loans, but shall be held in a cash collateral account maintained by Lender, until the earlier of (a) the last Business Day of the Interest Period applicable to such LIBOR Rate Loan and (b) so long as any the occurrence of an Event of Default under this Agreement has occurred and is continuingDefault; provided further, in such order and manner as Lender may elect. Lender agrees that, that so long as no Event of Default and no event which with has occurred, the passage of time or the giving of notice or both would constitute an Event of Default under this Agreement has occurred and is continuing, if the application of funds received by Lender from the Blocked Account would result in the prepayment of a LIBOR Loan, Borrower may, at its option, invest such immediately available funds in a such cash collateral account may be disbursed, at Mercantile Bank National Association (pursuant Borrowers’ discretion, to documentation acceptable Borrowers so long as after giving effect to Lender granting Lender a first priority perfected security interest such disbursement, Borrowers’ Availability, equals or exceeds the outstanding Revolving Loans at such time. Borrowers agree to pay all customary fees, costs and expenses in such account connection with opening and the proceeds thereof) until the expiration of the Interest Period for such LIBOR Loan. Borrower shall have no right to withdraw any funds out of maintaining the Lock Box and/or the and Blocked Account. All of such fees, costs and expenses if not paid by Borrowers, may be paid by Lender and in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrowers to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on Borrowers’ behalf. For the purpose of this section, Borrowers irrevocably hereby make, constitute and appoint Lender (and all Persons designated by Lender for that purpose) as Borrowers’ true and lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon 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 such 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 Borrowers’ mail is deposited, and each of its Affiliates, employees, agents and/or other Persons acting for or in concert with Borrower, shall, acting as trustee for Lender, receive, as the sole open and exclusive property of Lender, any monies, checks, notes, drafts process all mail addressed to Borrowers and any other payments relating to and/or proceeds of Accounts, Lease Payments and/or other Collateral which come into the possession or under the control of Borrower or any Affiliates, employees, agents or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall cause the same to be deposited into Borrower's Lock Box on each Domestic Business Daytherein.
Appears in 1 contract
Samples: Credit and Security Agreement (Clark Holdings Inc.)
Lockbox and Blocked Account. Borrower hereby agrees to establish and maintain throughout the term of this Agreement a lock box (a "Lock Box") in Borrower's name with Mercantile Bank National Association or another bank (a "Collecting Bank") which is acceptable to Lender (subject to irrevocable instructions acceptable to Lender as hereinafter set forth) to which Each Borrower shall direct all of its Account Debtors to directly remit make all payments on the Accounts and all lessees directly to directly remit all Lease Payments and in which the Lock Box. Each Borrower shall on each Domestic Business Day establish a Blocked Account, into which all payments received in the Lock Box shall be deposited, and into which such Borrower will immediately deposit all cash payments made for Inventory and other cash payments constituting proceeds of Collateral received by such Borrower on Accounts in the identical form in which such payment was madepayments were received, whether by cash, check cash or otherwisecheck. Lender understands that there will Borrowers’ payroll and retail deposit accounts held at Saratoga National Bank shall not be a transition period between the time Borrower notifies its Account Debtors and lessees to make payments directly subject to the Lock Box Blocked Account requirements set forth herein so long as such payroll and retail deposit accounts together shall have a balance of no more than $50,000 at any time. If a Borrower, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of a Borrower or any Affiliate or Subsidiary, or any other Person acting for or in concert with a Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, such Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender and, immediately upon receipt thereof, shall remit the same (which notification Borrower agrees or cause the same to make within three (3be remitted) Domestic Business Days after the date of this Agreement) and the time such Account Debtors and lessees will make payments directly in kind to the Lock Box and Lender acknowledges and agrees that Princeton Capital Finance Company's agreement to promptly remit to Lender all payments made by such Account Debtors and lessees to the lock box maintained by Borrower with Core States Bank will satisfy the requirements of the immediately preceding sentence during such transition period. In addition, Borrower hereby agrees to establish and maintain throughout the term of this Agreement a depository account at its Collecting Bank (a "Blocked Account"). The Collecting Bank financial institution with which the Blocked Account is established shall acknowledge and agree, in a manner reasonably satisfactory to Lender, that all payments made to the amounts on deposit in such Lock Box and the Blocked Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in the Lock Box and Blocked Account without further consent from such Borrower, that the Collecting Bank such financial institution has no right of to setoff against the Lock Box or Blocked Account or against any other account maintained by such financial institution into which the contents of the Lock Box or Blocked Account are transferred, and that such financial institution shall wire, or otherwise transfer in immediately available funds to Lender in a manner satisfactory to Lender, funds deposited in the Blocked Account and on a daily basis as such funds are collected. Each Borrower agrees that all such payments, whether by cash, check, wire transfer or any other instrument, payments made to such Lock Box or Blocked Account or otherwise received by Borrower and Lender, whether on in respect of the Accounts or the Lease Payments or as proceeds Proceeds of any other Collateral or otherwise (except for proceeds of Collateral which are and required to be delivered to the holder of a Permitted Lien which is prior in right of payment), will be the sole and exclusive property of Lender. Borrower shall irrevocably instruct the Collecting Bank to applied on a daily basis on each Domestic Business Day (i) transfer all payments or deposits to Borrower's Lock Box into Borrower's Blocked Account and (ii) all funds in the Blocked Account of Borrower shall be transferred (by way of debit, ACH debit, wire transfer or other means, as directed by Lender) on a daily basis on each Domestic Business Day to an account of Lender at Mercantile Bank National Association or such other bank as Lender may from time to time specify the Obligations in writing to be applied by Lender to accordance with the payment terms of the Secured Obligations as follows: (a) this Agreement; provided, that so long as no Event of Default under this Agreement has occurred and is continuingoccurred, as directed payments received by Borrower Lender shall not be applied to the unmatured portion of the LIBOR Rate Loans, but shall be held in a cash collateral account maintained by Lender, until the earlier of (a) the last Business Day of the Interest Period applicable to such LIBOR Rate Loan and (b) so long as any the occurrence of an Event of Default under this Agreement has occurred and is continuingDefault; provided further, in such order and manner as Lender may elect. Lender agrees that, that so long as no Event of Default and no event which with has occurred, the passage of time or the giving of notice or both would constitute an Event of Default under this Agreement has occurred and is continuing, if the application of funds received by Lender from the Blocked Account would result in the prepayment of a LIBOR Loan, Borrower may, at its option, invest such immediately available funds in a such cash collateral account may be disbursed, at Mercantile Bank National Association (pursuant such Borrower’s discretion, to documentation acceptable such Borrower so long as after giving effect to Lender granting Lender a first priority perfected security interest such disbursement, such Borrower’s Availability, equals or exceeds the outstanding Revolving Loans to such Borrower at such time. Each Borrower agrees to pay all customary fees, costs and expenses in such account connection with opening and the proceeds thereof) until the expiration of the Interest Period for such LIBOR Loan. Borrower shall have no right to withdraw any funds out of maintaining the Lock Box and/or the and Blocked Account. All of such fees, costs and expenses if not paid by a Borrower, may be paid by Lender and each in such event all amounts paid by Lender shall constitute Obligations hereunder, shall be payable to Lender by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of its Affiliates, employees, agents and/or other Persons acting for payment or in concert with Borrower, shall, acting as trustee for Proceeds of Collateral shall be endorsed by the applicable Borrower to Lender, receiveand, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on such Borrower’s behalf. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as the sole such Borrower’s true and exclusive property lawful attorney and agent-in-fact (i) to endorse such Borrower’s name upon said items of Lenderpayment and/or Proceeds of Collateral and upon any Chattel Paper, any moniesDocument, checksInstrument, notes, drafts and any other payments invoice or similar document or agreement relating to and/or proceeds any Account of Accounts, Lease Payments and/or other Collateral which come into the possession or under the control of such Borrower or Goods pertaining thereto; (ii) to take control in any Affiliates, employees, agents manner of any item of payment or other Persons acting for Proceeds thereof and (iii) to have access to any lock box or in concert with postal box into which any of such Borrower’s mail is deposited, and immediately upon receipt thereofopen and process all mail addressed to such Borrower and deposited therein. Notwithstanding the foregoing, Borrower or Borrowers shall not be required to comply with this Section 6.01 with respect to payments arising solely from the Borrowers’ tasting room facilities operations until three (3) Business Day after Lender provides notice to Borrowers that such Persons shall cause the same to be deposited into Borrower's Lock Box on each Domestic Business Daycompliance is required.
Appears in 1 contract
Samples: Credit and Security Agreement (Mendocino Brewing Co Inc)
Lockbox and Blocked Account. Borrower Debtor hereby agrees to establish and maintain throughout the term of this Agreement a lock box (a "the “Lock Box"”) in Borrower's Debtor’s name with Mercantile Bank National Association or another a bank (a "the “Collecting Bank"”) which is acceptable to Lender the Required Lenders (subject to irrevocable instructions acceptable to Lender the Required Lenders as hereinafter set forth) to which Borrower all account debtors shall direct all Account Debtors to directly remit all payments on Accounts and all lessees to directly remit all Lease Payments accounts and in which Borrower Debtor shall on each Domestic Business Day immediately deposit all cash payments made for Inventory inventory and other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash, check or otherwise. Lender understands that there will be a transition period between the time Borrower notifies its Account Debtors and lessees to make payments directly to the Lock Box (which notification Borrower agrees to make within three (3) Domestic Business Days after the date of this Agreement) and the time such Account Debtors and lessees will make payments directly to the Lock Box and Lender acknowledges and agrees that Princeton Capital Finance Company's agreement to promptly remit to Lender all payments made by such Account Debtors and lessees to the lock box maintained by Borrower with Core States Bank will satisfy the requirements of the immediately preceding sentence during such transition period. In addition, Borrower Debtor hereby agrees to establish and maintain throughout the term of this Agreement a depository account at its the Collecting Bank (a "the “Blocked Account"”). The Collecting Bank shall acknowledge and agree, in a manner satisfactory to Lenderthe Required Lenders, that all payments made to the Lock Box and the Blocked Account are the sole and exclusive property of Lender the Agent and that the Collecting Bank has no right of setoff against the Lock Box or the Blocked Account and that all such payments, whether by cash, check, wire transfer or any other instrument, made to such Lock Box or Blocked Account or otherwise received by Borrower Debtor and whether on the Accounts or the Lease Payments accounts or as proceeds of any other Collateral or otherwise are and will be the sole and exclusive property of Lenderthe Agent. Borrower Debtor shall irrevocably instruct the Collecting Bank to on a daily basis on each Domestic Business Day (ia) transfer all payments or deposits to Borrower's Debtor’s Lock Box into Borrower's Debtor’s Blocked Account and (iib) transfer all funds in the Debtor’s Blocked Account of Borrower shall be transferred (by way of debit, ACH debit, wire transfer or other means, as directed by LenderAgent) on a daily basis on each Domestic Business Day to an account of Lender the Agent at Mercantile First Bank National Association or such other bank as Lender the Agent may from time to time specify in writing to be applied by Lender the Agent to the payment of the Secured Obligations as follows: (a) so long as no Event of Default under this Agreement has occurred and is continuing, as directed by Borrower and (b) so long as any Event of Default under this Agreement has occurred and is continuing, in such order and manner as Lender may the Required Lenders, in their discretion, shall elect. Lender agrees that, so long as no Event of Default and no event which with the passage of time or the giving of notice or both would constitute an Event of Default under this Agreement has occurred and is continuing, if the application of funds received by Lender from the Blocked Account would result in the prepayment of a LIBOR Loan, Borrower may, at its option, invest such funds in a cash collateral account at Mercantile Bank National Association (pursuant to documentation acceptable to Lender granting Lender a first priority perfected security interest in such account and the proceeds thereof) until the expiration of the Interest Period for such LIBOR Loan. Borrower Debtor shall have no right to withdraw any funds out of the Lock Box and/or the Blocked Account. BorrowerDebtor, and each of its Affiliates, employees, agents and/or other Persons acting for or in concert with BorrowerDebtor, shall, acting as trustee for Lenderthe Agent, receive, as the sole and exclusive property of Lenderthe Agent, any monies, checks, notes, drafts and any other payments relating to and/or proceeds of Accounts, Lease Payments accounts and/or other Collateral which come into the possession or under the control of Borrower Debtor or any Affiliates, employees, agents or other Persons acting for or in concert with BorrowerDebtor, and immediately upon receipt thereof, Borrower Debtor or such Persons shall cause the same to be deposited into Borrower's Debtor’s Lock Box on each Domestic Business DayBox.
Appears in 1 contract
Samples: Security Agreement (Virbac Corp)
Lockbox and Blocked Account. Borrower The Obligors hereby agrees confirm to establish and maintain throughout Ocwen that, upon an Event of Default under the term of this Term Loan Agreement that continues beyond any applicable cure periods, a lock post office box (a the "Lock BoxLockbox") in Borrower's name with Mercantile will be established by the Obligors and that only Bank National Association or another bank will have access (a "Collecting Bank") which is acceptable to Lender (subject to irrevocable instructions acceptable to Lender as hereinafter set forthand it shall be unrestricted access) to which Borrower shall direct all Account Debtors to directly remit all payments on Accounts and all lessees to directly remit all Lease Payments and in which Borrower shall on each Domestic Business Day deposit all cash payments made for Inventory and other cash payments constituting proceeds of Collateral the items deposited in the identical form Lockbox. All of which items deposited into the Lockbox that are remittances shall be deposited in a special account or accounts at Bank to which such payment was made, whether by cash, check or otherwise. Lender understands that there will be a transition period between the time Borrower notifies its Account Debtors and lessees to make payments directly to the Lock Box (which notification Borrower agrees to make within three (3) Domestic Business Days after the date of this Agreement) and the time such Account Debtors and lessees will make payments directly to the Lock Box and Lender acknowledges and agrees that Princeton Capital Finance Company's agreement to promptly remit to Lender all payments made by such Account Debtors and lessees to the lock box maintained by Borrower with Core States only Bank will satisfy have access (the requirements of the immediately preceding sentence during such transition period. In addition, Borrower hereby agrees to establish and maintain throughout the term of this Agreement a depository account at its Collecting Bank (a "Blocked Account"), on which Blocked Account only payments to Ocwen's order may be drawn. The Collecting Bank Lockbox and Blocked Account are and shall each be in the names of one or more of the Obligors for the benefit of Ocwen. Ocwen and the Obligors understand, acknowledge and agree, agree that there will be one Blocked Account established for each of the three (3) Projects (as defined in a manner satisfactory the Term Loan Agreement). All three Blocked Accounts are collectively referred to Lender, that hereinafter as "Blocked Account." All items of payment received through the Lockbox and all payments made to the Lock Box and funds deposited in the Blocked Account are shall be and remain the sole and exclusive property of Lender Ocwen, and that none of the Collecting Obligors or Bank has no right of setoff against shall have any interest therein or (except as specifically authorized herein) control thereof. All fees, costs and expenses charged by Bank for the Lock Box or the Lockbox and Blocked Account and that all such payments, whether by cash, check, wire transfer or any other instrument, made to such Lock Box or Blocked Account or otherwise received by Borrower and whether on the Accounts or the Lease Payments or as proceeds of any other Collateral or otherwise are and will be the sole and exclusive property of Lender. Borrower shall irrevocably instruct the Collecting Bank to on a daily basis on each Domestic Business Day (i) transfer all payments or deposits to Borrower's Lock Box into Borrower's Blocked Account and (ii) all funds in the Blocked Account of Borrower shall be transferred (in accordance with its customary practices, payable by way of debitObligors, ACH debitjointly and severally. Except as expressly provided for hereinafter, wire transfer Ocwen shall bear no responsibility for said amounts. The Obligors shall direct all residents, tenants, and others owing funds to the Obligors in connection with the Project Properties to send checks, drafts, or other means, as directed by Lender) on a daily basis on each Domestic Business Day to an account of Lender at Mercantile Bank National Association or such other bank as Lender may from time to time specify in writing to be applied by Lender to orders for the payment of money to the Secured Obligations as follows: (a) so long as no Event Lockbox address. Obligors shall provide Ocwen and Bank written notice of Default under this Agreement has occurred and is continuingthe Lockbox address. Pursuant to Section 15 hereof, as directed by Borrower and (b) so long as any Event of Default under this Agreement has occurred and is continuing, in such order and manner as Lender may elect. Lender Bank agrees that, so long as no Event of Default and no event which with the passage of time or the giving of notice or both would constitute an Event of Default under this Agreement has occurred and is continuing, if the application of funds received by Lender from the Blocked Account would result in the prepayment of a LIBOR Loan, Borrower may, at its option, invest such funds in a cash collateral account at Mercantile Bank National Association (pursuant to documentation acceptable to Lender granting Lender a first priority perfected security interest in such account provide Ocwen and the proceeds thereof) until the expiration Obligors daily notice of the Interest Period for such LIBOR Loan. Borrower shall have no right to withdraw any funds out of the Lock Box and/or deposits into the Blocked Account. BorrowerIn addition thereto, and Bank agrees to provide Obligors with written notice each of its Affiliates, employees, agents and/or other Persons acting for or in concert with Borrower, shall, acting as trustee for Lender, receiveday (which may be set forth on the written notice provided pursuant to Section 15, as applicable), on which payments are wired to Ocwen from Bank pursuant to the sole terms of Section 8 hereof, along with an indication of the total amount of such wire transfer. In addition to the foregoing, monthly statements for the Blocked Account are to be provided to Ocwen and exclusive property Obligors, also as indicated in Section 15 hereof. Ocwen agrees that in the event that a refund of Lenderpayments received in the Lockbox and deposited into the Blocked Account is owed to a client, any moniescustomer, checksor resident of Obligors, notes, drafts and or any other payments relating party presenting a colorable claim to and/or proceeds of Accounts, Lease Payments and/or other Collateral which come funds deposited into the possession Blocked Account, Ocwen will consult with Obligors as to the reasonableness of the refund requested. In the event that Obligors and Ocwen agree that a refund should be made (or Ocwen alone makes such determination if Ocwen is threatened with litigation with respect to such funds), then Ocwen shall refund monies to such claimant. Such refunded amounts shall not be credited against the obligations of Obligors to Ocwen under the control of Borrower Term Loan Agreement, the Term Note, the BCC Note (as defined in the Term Loan Agreement), or any Affiliates, employees, agents or other Persons acting for or the Deferred Purchase Price Note (as defined in concert with Borrower, and immediately upon receipt thereof, Borrower or such Persons shall cause the same to be deposited into Borrower's Lock Box on each Domestic Business DayTerm Loan Agreement).
Appears in 1 contract
Samples: Lockbox and Blocked Account Agreement (Balanced Care Corp)
