PROCEEDS OF COLLATERAL; NOTICES TO ACCOUNT DEBTORS; LOCKBOX Sample Clauses

PROCEEDS OF COLLATERAL; NOTICES TO ACCOUNT DEBTORS; LOCKBOX. Borrower shall direct all Account Debtors to pay all Accounts and other proceeds of Collateral directly to the Lockbox for deposit into the Master Account. In addition, Borrower shall take all such actions as Agent in good xxxxx xxxxx necessary or appropriate to ensure that at all times on and after the date hereof all proceeds of Collateral (including, without limitation, all Cash Instruments) are sent directly to the Lockbox. If, notwithstanding the actions provided for in the preceding sentences of this SECTION 7.1, Borrower shall receive, or any financial institution shall receive for the account of Borrower, any Cash Instruments, Borrower shall, or shall cause such financial institution to, transmit in the form received, before the close of business on the next succeeding Business Day, all such Cash Instruments (properly endorsed, where required, so that all items delivered may be collected by Master Account Bank) to Master Account Bank for deposit in the Master Account. Borrower shall not, and Borrower shall not permit or cause any such financial institution to, commingle any Cash Instrument so received except in the Master Account, and Borrower shall hold separate and apart from all other Property, all such Cash Instruments in express trust for the benefit of Lenders until delivery thereof is made to Master Account Bank. Pursuant to, and subject to the terms and conditions of the Bank Agency Agreement, items deposited in the Lockbox shall be credited to the Master Account. Borrower, and any of its Affiliates, employees, lenders or other Persons acting for or in concert with Borrower, shall, acting as trustee for Lenders, receive, as the sole and exclusive property of Lenders any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Accounts of Borrower or other Collateral which come into the possession or under the control of Borrower or any Affiliates, employees, lenders or other Persons acting for or in concert with Borrower, and immediately upon receipt thereof, Borrower or such other Persons shall remit the same or cause the same to be deposited, in kind, into a Master Account or, at the direction of Agent, shall remit the same, or cause the same to be remitted, in kind, to Agent at Agent's address set forth in SECTION 14.3.
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PROCEEDS OF COLLATERAL; NOTICES TO ACCOUNT DEBTORS; LOCKBOX. Each Borrower for which Agent Bank maintains a Lockbox shall direct all its Account Debtors to pay all Accounts and other proceeds of Collateral directly to the Lockbox for deposit into such Borrower's
Sample 1
PROCEEDS OF COLLATERAL; NOTICES TO ACCOUNT DEBTORS; LOCKBOX. Each Borrower shall direct all its Account Debtors to pay all Accounts and other proceeds of Collateral directly to its Lockbox for deposit into (i) in the case of Xxxxx, the Domestic Depositary Account and (ii) in the case of TRO Canada, the Canadian Depositary Account. In addition, each Borrower shall take all such actions as Lender in good xxxxx xxxxx necessary or appropriate to ensure that at all times on and after the date hereof all proceeds of its Collateral (including, without limitation, all Cash Instruments) are sent directly to its Lockbox. If, notwithstanding the actions provided for in the preceding sentences of this SECTION 7.1, any Borrower shall receive, or any financial institution shall receive for the account of any Borrower, any Cash Instruments, such Borrower shall, or shall cause such financial institution to, transmit in the form received, before the close of business on the next succeeding Business Day, all such Cash Instruments (properly endorsed, where required, so that all items delivered may be collected by such Person) to the Domestic Depositary Account Bank or the Canadian Depositary Account Bank, as the case may be, for deposit to the applicable Depositary Account. Borrowers shall not, and Borrowers shall not permit or cause any such financial institution to, commingle any Cash Instrument so received except in the applicable Depositary Account, and Borrowers shall hold separate and apart from all other Property, all such Cash Instruments in express trust for the benefit of Lender until delivery thereof is made to the Domestic Depositary Account Bank or Canadian Depositary Account Bank as the case may be. Pursuant to, and subject to the terms and conditions of the applicable Depositary Account Agreement, items deposited in the respective Lockboxes shall be credited to (i) in the case of Xxxxx'x Lockbox, the Domestic Depositary Account and (ii) in the case of TRO Canada, the Canadian Depositary Account. Borrowers and any of their Affiliates, employees, or other Persons acting for or in concert with Borrowers, shall, acting as trustee for Lender, receive, as the sole and exclusive property of Lender any monies, checks, notes, drafts or any other payments relating to and/or proceeds of Restricted Accounts or other Collateral which come into the possession or under the control of Borrowers or any Affiliates, employees or other Persons acting for or in concert with Borrowers, and immediately upon receipt thereof, Borrowers or such ...
Sample 1
PROCEEDS OF COLLATERAL; NOTICES TO ACCOUNT DEBTORS; LOCKBOX. Borrower shall direct all Account Debtors to pay all Accounts Receivable and other proceeds of Collateral directly to the Lockbox for application to the Master Account. In addition, Borrower shall take all such actions as Lender in good xxxxx xxxxx necessary or appropriate to ensure that at all times on and after the date hereof all proceeds of Collateral (including, without limitation, all Cash Instruments) are sent directly to the Lockbox. If, notwithstanding the actions provided for in the preceding sentences of this SECTION 7.1, Borrower shall receive, or any financial institution shall receive for the account of Borrower, any Cash Instruments, Borrower shall, or shall cause such financial institution to, transmit in the form received, before the close of business on the next succeeding Business Day, all such Cash Instruments (properly endorsed, where required, so that all items delivered may be collected by Agent Bank) to Agent Bank for deposit in the Master Account. Borrower shall not, nor shall Borrower permit or cause any such financial institution to, commingle any Cash Instrument so received except in the Master Account, and Borrower shall hold separate and apart from all other Property, all such Cash Instruments in express trust for the benefit of Lender until delivery thereof is made to Agent Bank. Pursuant to, and subject to the terms and conditions of, the Bank Agency Agreement, items deposited in the Lockbox shall be credited to the Master Account.
Sample 1

Related to PROCEEDS OF COLLATERAL; NOTICES TO ACCOUNT DEBTORS; LOCKBOX

  • Proceeds of Collateral Borrowers shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any Borrower or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account.

  • Notice to Account Debtors Lender may, at any time after an Event of Default, notify the account debtors and obligors of any accounts, chattel paper, negotiable instruments or other evidences of indebtedness to Borrower included in the Property to pay Lender directly. Borrower shall at any time or from time to time upon the request of Lender provide to Lender a current list of all such account debtors and obligors and their addresses.

  • Notification of Account Debtors MLBFS may notify any Account Debtor that its Account or Chattel Paper has been assigned to MLBFS and direct such Account Debtor to make payment directly to MLBFS of all amounts due or becoming due with respect to such Account or Chattel Paper; and MLBFS may enforce payment and collect, by legal proceedings or otherwise, such Account or Chattel Paper.

  • 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.

  • Establishment of Collateral Accounts Securities Intermediary acknowledges and agrees that: (i) it has established and is maintaining on its books and records the accounts identified on the attached Schedule 1 (each such account, together with any replacements thereof or substitutions therefor, the “Collateral Account” and such accounts, collectively, the “Collateral Accounts”) in the name of the Borrower; (ii) each Collateral Account is a “securities account” (within the meaning of Section 8-501(a) of the UCC) in respect of which Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC and, with respect to any Book-Entry Security, within the meaning of Federal Book-Entry Regulations) and the Security Agent is the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC); provided, however, that if, notwithstanding the intention of the parties hereto, all or any portion of the Collateral Account is determined to be a “deposit account” (within the meaning of Section 9-102 of the UCC) rather than a “securities account,” then the Securities Intermediary represents, warrants, covenants and agrees that it is a “bank” (as defined in Section 9-102(a)(8) of the UCC) and will treat the Borrower as its customer (within the meaning of Section 9-104(a)(3) of the UCC) with respect to the Collateral Accounts (or portion thereof); (iii) all property delivered, or to be delivered, to Securities Intermediary pursuant to this Agreement is, and will be, promptly credited to the Collateral Accounts; (iv) it does not know of any claim to or interest in any Collateral Account or any assets or funds therein, except for claims and interests of the parties to this Agreement as set forth herein; and (v) it shall not change the name or account number of any Collateral Account without the prior written consent of the Security Agent. Except as provided in Section 2(b), Securities Intermediary agrees that it shall not take “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) or “instructions” (within the meaning of Section 9-104(a)(2) of the UCC) with respect to the Collateral Accounts or any assets or funds therein from any Person other than the Security Agent.

  • Application of Proceeds of Collateral Except as provided in subsection 2.4B(iii)(a) with respect to prepayments from Net Asset Sale Proceeds, all proceeds received by Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral under any Collateral Document may, in the discretion of Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith, and all amounts for which Administrative Agent is entitled to indemnification under such Collateral Document and all advances made by Administrative Agent thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by Administrative Agent in connection with the exercise of any right or remedy under such Collateral Document, all in accordance with the terms of this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess such proceeds, to the payment of all other such Secured Obligations for the ratable benefit of the holders thereof; and (c) thereafter, to the extent of any excess such proceeds, to the payment to or upon the order of such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

  • Locations of Collateral (a) Properties Owned by the Grantor: (b) Properties Leased by the Grantor or other related entity (Include Landlord’s Name): (c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):

  • Collateral Accounts The Borrower agrees and confirms that (a) pursuant to the Collateral Agency Agreement, it has caused to be established at the Collateral Agent each of the Construction Account, Construction Payment Subaccount, Punchlist Retention Subaccount, the Operating Account, the Debt Service Reserve Account, the Debt Service Accrual Account, the Insurance Proceeds Account, the Income Tax Reserve Account, the Distribution Account and the Revenue Account, in each case in the name of the Collateral Agent and (b) it has instructed (or, on or before the effectiveness of each Project Document that is entered into after the date hereof, will instruct) each of the other parties to the Project Documents that all payments constituting Project Revenues due or to become due to the Borrower under or in connection with each such Project Document shall be made directly to the Collateral Agent for deposit to the Revenue Account in accordance with the terms of the Collateral Agency Agreement. If, notwithstanding the foregoing, any such payment or proceeds are remitted directly to the Borrower, the Borrower shall hold such funds in trust for the Collateral Agent and shall promptly remit such payments for deposit to the Revenue Account in accordance with the Collateral Agency Agreement. In addition to the foregoing, the Borrower agrees that if the proceeds of any Collateral hereunder (including the payments made in respect of the Collateral Accounts) shall be received by it, the Borrower shall as promptly as possible transfer such Proceeds to the Collateral Agent for deposit to the Reserve Account. Until so deposited, all such proceeds shall be held in trust by the Borrower for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Borrower.

  • Deposit Accounts and Securities Accounts Set forth on Schedule 4.15 (as updated pursuant to the provisions of the Security Agreement from time to time) is a listing of all of the Loan Parties’ and their Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.

  • Collection of Accounts Receivable At the Closing, the Seller shall deliver to the Purchaser a complete and correct list of the Seller's Total Receivables (the "Total Receivables List") as of the close of business on the day immediately preceding the Closing Date specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Total Receivables List (the "Total Account Debtors"). In the event that the Value of the Accounts Receivable shall be less than the Value of the Total Receivables pursuant to Section 1.3.3 hereof, the Seller shall, in addition to the Total Receivables List, deliver to the Purchaser at the Closing a list of all Accounts Receivable to be sold, assigned, transferred and delivered to the Purchaser at the Closing (the "Accounts Receivable List"), specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Accounts Receivable List (the "Account Debtors"). Promptly after the Closing, the Seller and the Purchaser shall notify all Total Account Debtors or the Account Debtors, as the case may be, by notice that the Purchaser has purchased the Seller's Accounts Receivable, and shall direct all Account Debtors or Total Account Debtors, as the case may be, to remit directly to the Purchaser payment of all outstanding amounts represented by the Accounts Receivable. The Seller and the Stockholders, jointly and severally, shall remit promptly to the Purchaser in full the amount of any and all payments received by any of them in respect of the Accounts Receivable, without any diminution, offset, deduction or discount.

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