Payments by Account Debtors. Borrowers shall instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account or for direct application to reduce the outstanding Advances. If any Borrower receives a payment of the Proceeds of Collateral directly, such Borrower will promptly deposit the payment or Proceeds into the Collection Account. Until so deposited, such Borrower will hold all such payments and Proceeds in trust for Lender without commingling with other funds or property.
Payments by Account Debtors. From and after the date on which (i) an Event of Default has occurred or (ii) Borrowers’ Liquidity is at any time less than $10,000,000 as set forth on the monthly calculation delivered to Lender pursuant to Section 6.1 of the Agreement (a “Springing Lockbox Event”), Borrowers shall, unless otherwise notified by Lender in writing, instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account or for direct application to reduce the outstanding Advances. If any Borrower receives a payment of the Proceeds of Collateral directly (whether before or after the occurrence of a Springing Lockbox Event), such Borrower will promptly deposit the payment or Proceeds into the Collection Account. Until so deposited, such Borrower will hold all such payments and Proceeds in trust for Lender without commingling with other funds or property.
Payments by Account Debtors. From and after the date on which (i) an Event of Default has occurred or (ii) Borrowers’ Liquidity is less than thirty percent (30%) of the Maximum Revolver Amount (with at least fifty percent (50%) of such Liquidity comprised of Excess Availability) as set forth on the monthly calculation delivered to Lender pursuant to Section 6.1 of the Agreement (a “Springing Lockbox Event”), Borrowers shall, unless otherwise notified by Lender in writing, instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account or for direct application to reduce the outstanding Advances. If any Borrower receives a payment of the Proceeds of Collateral directly (whether before or after the occurrence of a Springing Lockbox Event), such Borrower will promptly deposit the payment or Proceeds into the Collection Account. Until so deposited, such Borrower will hold all such payments and Proceeds in trust for Lender without commingling with other funds or property.
Payments by Account Debtors. Other than during any period described in the next sentence, Borrowers shall deposit all payments from Account Debtors, insurance proceeds, and any other collections into the Collection Account, and, so long as no Event of Default is existing, such funds shall be transferred from the Collection Account to, and be maintained in, any other Deposit Accounts maintained with Lender or that are subject to Control Agreements as directed by Borrowers from time to time. At any time that Borrowers fail to maintain the Covenant Threshold for five or more consecutive Business Days (and continuing thereafter until such time as the Covenant Threshold is attained for not less than 60 consecutive days) or during the existence of an Event of Default, (i) Borrowers shall instruct all Account Debtors to thereafter make payments directly to the Collection Account (by wire transfer, ACH, or other means as Lender may direct from time to time), (ii) if any Borrower receives a payment of the Proceeds of Collateral directly, such Borrower will promptly deposit the payment or Proceeds into the Collection Account and any funds maintained in any Deposit Account by Borrower shall be promptly transferred to the Collection Account, (iii) until so deposited, such Borrower will hold all such payments and Proceeds in trust for Lender without commingling with other funds or property, and (iv) any collected and immediately available funds received in the Collection Account shall be applied by Lender to the outstanding Obligations (unless Lender is restricted or prohibited from doing so as a matter of law).”
Payments by Account Debtors. Borrowers shall instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account or for direct application to reduce the outstanding Advances. Lender shall deposit or cause to be deposited in the Collection Account all such payments made by Account Debtors to the Lockbox no later than the first Business Day following delivery of such payments to the Lockbox. If any Borrower receives a payment of the Proceeds of Collateral directly, such Borrower will promptly deposit the payment or Proceeds into the Collection Account. Until so deposited, such Borrower will hold all such payments and Proceeds in trust for Lender without commingling with other funds or property.
Payments by Account Debtors. Subject to Factor’s rights under the Factoring Agreements and subject to the exceptions set forth in Section 6.12, Borrowers shall instruct all Account Debtors and Factor to make payments either directly to a Loan Party for deposit by such Loan Party directly to a Collection Account, or instruct them to deliver such payments directly to a Collection Account. If any Loan Party receives a payment of the Proceeds of Collateral directly, such Loan Party will promptly (but in no event later than the third Business Day after the date of receipt thereof, or such longer period as Lender agrees) deposit the payment or Proceeds into a Collection Account; provided, that the foregoing shall not be applicable to (i) xxxxx cash not in excess of $250,000 in the aggregate held at retail stores of Parent or any of its Subsidiaries, (ii) cash or Cash Equivalents (or amounts on deposit in any Deposit Account or Securities Account) reasonably expected by the Borrowers to be used to pay any taxes required to be paid or incurred in connection with any transaction consummated pursuant to the Asset Purchase Agreements, (iii) Term Priority Collateral, (iv) aggregate amounts of not more than $250,000 with respect to any single Deposit Account of any Loan Party or $500,000 with respect to all Deposit Accounts of the Loan Parties, (v) amounts deposited into any Excluded Account, (vi) any amounts in the Treasury Shares Account and (vii) proceeds of an Advance or Term Loan. Until so deposited, such Borrower will hold all such payments and Proceeds in trust for Lender without commingling with other funds or property.
Payments by Account Debtors. At such time as the Borrower has established all of its Cash Management Services with Lender (which shall occur on or prior to the last day of the Cash Management Transition Period), Borrower shall instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account or for direct application to reduce the outstanding Advances. If, at any time, (i) Borrower receives a payment of the Proceeds of Collateral directly, or if (ii) any payment of the Proceeds of Collateral are sent directly by wire transfer or ACH to any of Borrower’s operating account at Regions Bank prior to Borrower closing the same on or before the end of the Cash Management Transition Period, in each case, Borrower will promptly, and in any event no later than the first Business Day after recipt thereof, deposit the payment or Proceeds into the Collection Account. Until so deposited, Borrower will hold all such payments and Proceeds in trust for Lender without commingling with other funds or property.
Payments by Account Debtors. Borrowers shall either (i) instruct all Account Debtors to make payments directly to the Lockbox for deposit by Lender directly to the Collection Account, or (ii) instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account or for direct application to reduce the outstanding Advances; provided, however, that so long as (A) no Default or Event of Default shall have occurred and be continuing and (B) excess Availability has not been less than $5,000,000 for any period of five consecutive days, Borrowers may instruct one or more Account Debtor to make payments directly to the Designated Account and Borrowers may retain such payments in the Designated Account. Otherwise, if any Borrower receives a payment or Proceeds of Collateral directly, such Borrower will promptly deposit the payment or Proceeds into the Collection Account, and until so deposited, such Borrower will hold all such payments and Proceeds in trust for Lender without commingling with other funds or property.”
Payments by Account Debtors. At any time after the occurrence of a Default or Event of Default, upon Lender’s request Borrower shall either instruct all Account Debtors to make payments directly to the Lockbox for deposit by Lender directly to the Collection Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Collection Account or for direct application to reduce the outstanding Advances. If Borrower receives a payment of the Proceeds of Collateral directly, Borrower will promptly deposit the payment or Proceeds into the Collection Account. Until so deposited, Borrower will hold all such payments and Proceeds in trust for Lender without commingling with other funds or property. Except as provided in Section 6.12(i)(ii) with respect to the Cash Management Transition Period, Borrower shall take reasonable steps to ensure that all of the Account Debtors of Borrower and each of its Subsidiaries currently making payments to Borrower or a Subsidiary by wire transfer, ACH or other similar means forward payment of the amounts owed by them directly to the Collection Account.
Payments by Account Debtors. Borrowers shall instruct all Account Debtors to make payments either directly to the Lockbox for deposit by Lender directly to the Lender's Account, or instruct them to deliver such payments to Lender by wire transfer, ACH, or other means as Lender may direct for deposit to the Lockbox or Lender's Account or for direct application to reduce the outstanding Revolving Loans. If any Borrower receives a payment of the Proceeds of Collateral directly, such Borrower will promptly deposit the payment or Proceeds into the Lender's Account. Until so deposited, such Borrower will hold all such payments and Proceeds in trust for Lender without commingling with other funds or property.
