Common use of Lockbox; Collections Clause in Contracts

Lockbox; Collections. The Borrowers shall cause all account debtors to pay any amounts owing to a Borrower made by wire, ACH, electronic funds transfer or other electronic payment method to such restricted account as Bank shall specify (the “Bancontrol Account”), and to mail all payments made by check to a post office box under Bank’s control. All invoices shall specify such post office box address and Bancontrol Account information as the remit to and payment address for all Accounts. Bank shall have sole authority to collect such payments and deposit them to the Bancontrol Account. If a Borrower receives any amount despite such instructions, a Borrower shall immediately deliver such payment to Bank in the form received, except for an endorsement to the order of Bank and, pending such delivery, shall hold such payment in trust for Bank. Bank shall credit all amounts paid into the Bancontrol Account within two Business Days after clearance of any deposits to the Bancontrol Account to Borrower’s operating account, provided however that Bank may, in its sole discretion, credit any amounts paid into the Bancontrol Account first against any amounts outstanding and owing to Bank under this Agreement, and then any remaining balance of such amount shall be credited to a Borrower’s operating account. Borrowers shall enter into such lockbox agreement as Bank shall reasonably request from time to time. Each Borrower shall cause any third-party payment processors to execute and deliver an acknowledgment and payment direction letter in form and substance reasonably satisfactory to Bank. Bank may, at its option, conduct a credit check of the account debtor for each Eligible Account requested by a Borrower for inclusion in the Borrowing Base. During the existence of an Event of Default, Bank may also verify directly with the respective account debtors the validity, amount and other matters relating to the Eligible Accounts, and notify any account debtor of Bank’s security interest in a Borrower’s Accounts. Bank may verify invoices at its sole discretion and various forms of verification may be utilized by Bank, which could include the following: proof of delivery, time cards, matching purchase orders, or contracts to invoices, analyzing customer payment history, and direct telephonic or written confirmation with (or an acknowledgement and promise to pay from) account debtors.

Lockbox; Collections. The Borrowers Borrower shall cause all account debtors to pay any amounts owing to a Borrower made deposit by wire, ACH, or use any other electronic funds transfer or other electronic payment method of, any amounts owing to Borrower to such restricted account as Bank shall specify (the “Bancontrol Account”)) as Bank shall specify, and to mail all payments made by check to a post office box under Bank’s control. All invoices shall specify such post office box address and Bancontrol Account information as the remit to and payment address for all Accountsaddress. Bank shall have sole authority to collect such payments and deposit them to the Bancontrol Account. If a Borrower receives any amount despite such instructions, a Borrower shall immediately deliver such payment to Bank in the form received, except for an endorsement to the order of Bank and, pending such delivery, shall hold such payment in trust for Bank. Within two Business Days after clearance of any checks, Bank shall credit all amounts paid into the Bancontrol Account within two Business Days after clearance of any deposits to the Bancontrol Account to Borrower’s operating account, provided however however, upon an Event of Default that is continuing, Bank may, in its sole discretion, credit any amounts paid into the Bancontrol Account first against any amounts outstanding and owing to Bank under this Agreementthe Revolving Line, and then any remaining balance of such amount shall be credited to a Borrower’s operating account. Borrowers Borrower shall enter into such lockbox agreement as Bank shall reasonably request from time to time. Each Borrower shall cause any third-party payment processors to execute and deliver an acknowledgment and payment direction letter in form and substance reasonably satisfactory to Bank. Bank may, at its option, conduct a credit check of the account debtor Account Debtor for each Eligible Account requested by a Borrower for inclusion in the Borrowing BaseBase and notify any account debtor of Bank’s security interest in the Borrower’s Accounts. During the existence of an Event of Default, Bank may also verify directly with the respective account debtors the validity, amount and other matters relating to the Eligible Accounts, and notify any account debtor Accounts by means of Bank’s security interest in a Borrower’s Accounts. Bank may verify invoices at its sole discretion and various forms of verification may be utilized by Bank, which could include the following: proof of delivery, time cardsanalyzing customer payment history, matching purchase orders, orders or contracts to invoices, analyzing customer payment history, and direct telephonic or written confirmation with (or an acknowledgement and promise to pay from) the account debtorsdebtor.

Lockbox; Collections. The Borrowers Lockbox Agent shall cause collect payments on the Instruments constituting part of the Collateral and remit collected payments to Lender in accordance with the terms of the Lockbox Agreement commencing after the date of the first Advance, all account debtors at Borrower's sole cost and expense. Payments shall not be deemed received by Lender until Lender actually receives such payment from the Lockbox Agent and Lender applies such payments to pay the Loan as provided for in Section 2.10 of this Loan Agreement. As of the date of this Loan Agreement, Fleet National Bank is the Lockbox Agent acting under the terms of the Lockbox Agreement. As a condition to Lender's execution of this Loan Agreement and the Lockbox Agreement with Fleet National Bank, Borrower hereby agrees to indemnify and hold Lender harmless from and against any amounts owing claims, demands, expenses, costs, damages, liabilities, setoffs, recoupments and expenses associated with the Lockbox Agreement entered into with Fleet National Bank regardless of whether or not Fleet National 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. By way of example, but without limiting any other possibilities, Borrower made shall indemnify and hold Lender harmless from and against any claims, demands, expenses, costs, damages, liabilities, setoffs, recoupments and expenses (including, without limitation, attorney's fees and court costs) both legal and equitable, associated with the Lockbox Agreement regardless of whether or not Fleet National Bank may avoid or limit its responsibility by wireclaiming (i) that Lender had a duty to notify Fleet National Bank of any errors, ACH, electronic funds transfer or other electronic payment method to such restricted account as Bank shall specify discrepancies and/or irregularities under Section 8 of the Lockbox Agreement (with the “Bancontrol Account”express understanding that Lender will not be utilizing the bank's online reporting system), and to mail all payments made (ii) that Fleet National Bank's liability cannot exceed the service charges charged by check to a post office box under Bank’s control. All invoices shall specify such post office box address and Bancontrol Account information as the remit to and payment address for all Accounts. Bank shall have sole authority to collect such payments and deposit them to the Bancontrol Account. If a Borrower receives any amount despite such instructions, a Borrower shall immediately deliver such payment to Fleet National Bank in connection with the form received, except Lockbox Agreement for an endorsement to the order of Bank and, pending such delivery, shall hold such payment in trust for Bank. Bank shall credit all amounts paid into the Bancontrol Account within two Business Days after clearance of any deposits to the Bancontrol Account to Borrower’s operating account, provided however that Bank may, in its sole discretion, credit any amounts paid into the Bancontrol Account first against any amounts outstanding and owing to Bank under this Agreementmost recent twelve-month period, and then any remaining balance of such amount shall be credited (iii) that Fleet National Bank's liability does not extend to a Borrower’s operating account. Borrowers shall enter into such lockbox agreement as Bank shall reasonably request from time to time. Each Borrower shall cause any third-party payment processors to execute and deliver an acknowledgment and payment direction letter in form and substance reasonably satisfactory to Bank. Bank mayspecial, at its optionincidential, conduct a credit check of the account debtor for each Eligible Account requested by a Borrower for inclusion in the Borrowing Base. During the existence of an Event of Default, Bank may also verify directly with the respective account debtors the validity, amount and other matters relating to the Eligible Accounts, and notify any account debtor of Bank’s security interest in a Borrower’s Accounts. Bank may verify invoices at its sole discretion and various forms of verification may be utilized by Bank, which could include the following: proof of delivery, time cards, matching purchase orders, indirect or contracts to invoices, analyzing customer payment history, and direct telephonic or written confirmation with (or an acknowledgement and promise to pay from) account debtorsconsequential damages.