The Blocked Account. On or before the Agreement Date, and at all times thereafter: (a) The Borrower Parties shall establish and maintain one or more deposit and lockbox accounts pursuant to arrangements acceptable to the Administrative Agent with SunTrust, any Affiliate thereof or any other bank(s) as may be selected by the Borrower Parties and approved by the Administrative Agent. The Borrower Parties shall issue to each such bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Disbursement Account. Each such Blocked Account bank shall agree to the Administrative Agent’s standard Blocked Account Agreement or such variation thereof as shall be mutually satisfactory to the Administrative Agent and such bank. All amounts which shall be deposited into any Blocked Account shall immediately become the property of and be under the sole dominion and exclusive control of the Administrative Agent, on behalf of the Lender Group, and no Borrower Party shall have any right to withdraw such amounts from the Blocked Account. (b) The Borrower Parties shall take all steps to ensure that all of their Account Debtors and all of their Credit Card Processors forward all items of payment to lockboxes established with the Blocked Account banks. The Borrower Parties shall cause each of their Credit Card Processors to enter into an agreement, in form and substance satisfactory to the Administrative Agent, with the Administrative Agent and the applicable Borrower Party pursuant to which the applicable Borrower Party shall irrevocably instruct such Credit Card Processor to forward all items of payment owing to the Borrower Parties directly to a Blocked Account (each, a “Credit Card Processor Agreement”). (c) In the event that any Borrower Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the Collateral, such Borrower Party shall hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into the Disbursement Account. All cash, cash equivalents (including Cash Equivalents), checks, notes, drafts or similar items of payment (including from the sale of any assets under Section 8.7(b) or otherwise or constituting insurance or condemnation proceeds) received by any Borrower Party shall be deposited into the Disbursement Account promptly upon (and in any event within one (1) Business Day of) receipt thereof by such Borrower Party. (d) On each Business Day the Administrative Agent shall, without further consent of any Borrower Party, withdraw all immediately available funds in the Blocked Accounts maintained by SunTrust or any Affiliate thereof, deposit the same in the Loan Account, and apply the same against the Obligations in the manner provided for in Section 2.11 or, if applicable, Section 2.6(b). (e) If any Blocked Account bank is not maintained with SunTrust, or any Affiliate thereof, all funds in the Blocked Account of such other bank shall be deposited into the Disbursement Account on a daily basis in immediately available funds. On each Business Day on which any amount is deposited into the Disbursement Account in immediately available funds, the Administrative Agent shall withdraw such amount from into the Disbursement Account, deposit the same in the Loan Account, and apply the same against the Obligations in the manner provided for in Section 2.11 or, if applicable, Section 2.6(b). (f) As of the Agreement Date, all bank accounts and investment accounts of the Borrower Parties are listed on Schedule 6.15 and such Schedule designates which such accounts are deposit accounts. Except as otherwise expressly permitted under the Security Agreement, no Borrower Party shall open any other deposit account unless the depository bank for such account shall have entered into an agreement with the Administrative Agent substantially in the form of the Blocked Account Agreement. In addition, except as otherwise expressly permitted under the Security Agreement, no Borrower Party shall maintain a balance in excess of the amount necessary to cover outstanding checks drawn on such account or in any other bank account or investment account (each a “Non-Depository Account”) unless and until such Borrower Party has delivered to the Administrative Agent a control agreement in form and substance satisfactory to the Administrative Agent executed by such Borrower Party, the Administrative Agent and the financial institution where such account is located.
Appears in 2 contracts
Samples: Credit Agreement (Affinity Guest Services, LLC), Credit Agreement (Affinity Group Holding, Inc.)
The Blocked Account. On or before the Agreement Date, and at all times thereafter:
(a) The Borrower Parties shall Each Credit Party will, and will cause each of its Subsidiaries to, establish and maintain one or more deposit and lockbox blocked accounts (each, a “Blocked Account”) pursuant to arrangements a lockbox arrangement, or other arrangement, in each case, acceptable to the Administrative Agent with SunTrustXxxxx Fargo Bank, any Affiliate thereof or any other bank(s) as may be selected by the Borrower Credit Parties and approved by the Administrative AgentAgent in its reasonable discretion. The Borrower Credit Parties shall issue to each such bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Disbursement AccountBlocked Account maintained at such bank. Each such Blocked Account bank shall agree to the Administrative Agent’s standard Blocked Account Agreement or such variation thereof as shall be mutually satisfactory to the Administrative Agent and such bank. All During a Cash Sweep Period, all amounts which shall be deposited into any Blocked Account shall immediately become the property of and be under the sole dominion and exclusive control of the Administrative Agent, on behalf of the Lender Group, and no Borrower Credit Party shall have any right to withdraw such amounts from the any Blocked Account.
(b) The Borrower Parties shall Each Credit Party will, and will cause each of its Subsidiaries to, take all steps to ensure that all of their Account Debtors and all of their Credit Card Processors credit card processors forward all items of payment to lockboxes established with the Blocked Account banks. The Borrower Credit Parties shall cause each of their Credit Card Processors credit card processors to enter into an agreement, in form and substance satisfactory to the Administrative Agent, with the Administrative Agent and the applicable Borrower Credit Party pursuant to which the applicable Borrower Credit Party shall irrevocably instruct such Credit Card Processor credit card processor to forward all items of payment owing to the Borrower Credit Parties directly to a Blocked Account (each, a “Credit Card Processor Agreement”)Account.
(c) In the event that any Borrower Credit Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the Collateral, such Borrower each Credit Party shall will, and will cause each of its Subsidiaries to, hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into the Disbursement a Blocked Account. All cash, cash equivalents (including Cash Equivalents)equivalents, checks, notes, drafts or similar items of payment (including from the sale of any assets under Section 8.7(b) or otherwise or constituting insurance or condemnation proceeds) received by any Borrower Credit Party shall be deposited into the Disbursement a Blocked Account promptly upon (and in any event within one (1) Business Day of) receipt thereof by such Borrower Credit Party.
(d) On During a Cash Sweep Period, at the sole discretion of the Administrative Agent, if the Administrative Agent or any Affiliate of the Administrative Agent is a Blocked Account bank, on each Business Day the Administrative Agent shall, without further consent of any Borrower Credit Party, withdraw (or cause such Affiliate to withdraw) all immediately available funds in the such Blocked Accounts maintained by SunTrust or any Affiliate thereofAccount, deposit the same in the Loan Accountaccount maintained by the Administrative Agent as described in Section 6.5(a), and apply the same against the Obligations in the manner provided for in Section 2.11 or, if applicable, Section 2.6(b)6.4.
(e) If During a Cash Sweep Period, at the sole discretion of the Administrative Agent, if any Blocked Account bank is not maintained with SunTrust, the Administrative Agent or any Affiliate thereofof the Administrative Agent, all funds in the Blocked Account of such other bank shall be deposited into the Disbursement Clearing Account on a daily basis in immediately available funds. On each Business Day on which any amount is deposited into the Disbursement Clearing Account in immediately available funds, the Administrative Agent shall withdraw such amount from into the Disbursement Clearing Account, deposit the same in the Loan Accountaccount maintained by the Administrative Agent as described in Section 6.5(a), and apply the same against the Obligations in the manner provided for in Section 2.11 or, if applicable, Section 2.6(b)6.4.
(f) As of After the Agreement Closing Date, all bank accounts and investment accounts of the Borrower Parties are listed on Schedule 6.15 and such Schedule designates which such accounts are deposit accounts. Except except as otherwise expressly permitted under the Security Agreement, no Borrower Credit Party shall open any other deposit account or securities account unless the depository bank or securities intermediary, as applicable, for such account shall have entered into an agreement a Blocked Account Agreement with the Administrative Agent substantially in the form of the Blocked Account AgreementAgent. In addition, except as otherwise expressly permitted under the Security Agreement, no Borrower Credit Party shall maintain a balance in excess of the amount necessary to cover outstanding checks drawn on such account or in any other bank deposit account or investment securities account (each a “Non-Depository Account”) unless and until such Borrower Credit Party has delivered to the Administrative Agent a control agreement Blocked Account Agreement in form and substance satisfactory to the Administrative Agent executed by such Borrower Credit Party, the Administrative Agent and the financial institution or securities intermediary, as applicable, where such account is located.
Appears in 2 contracts
Samples: Credit Agreement (La-Z-Boy Inc), Credit Agreement (La-Z-Boy Inc)
The Blocked Account. On or before the Agreement Date, and at all times thereafter:
(a) The Borrower Parties shall establish and maintain one or more deposit and lockbox special lockboxes or blocked accounts pursuant to arrangements acceptable to (each, a "Blocked Account") owned by the Administrative Agent Borrower with SunTrust, any Affiliate thereof or any other such bank(s) as may be selected by the Borrower Parties and approved by the Administrative Agent. The Borrower Parties Agent and which shall issue to each such bank an irrevocable letter provide that all proceeds of instruction directing such bank to deposit all payments or other remittances the Collateral which shall be received in the lockbox such Blocked Account shall be remitted in immediately available funds to the Disbursement Clearing Account. Each such Blocked Account bank shall agree to the Administrative Agent’s 's standard Blocked Account Agreement Letter or such variation thereof as shall be mutually satisfactory to the Administrative Agent and such bank. All amounts which shall be deposited into any Blocked Account shall immediately become the property of and be under the sole dominion and exclusive control of the Administrative Agent, on behalf of the Lender GroupIssuing Banks and Lenders, and no the Borrower Party shall have any no right to withdraw such amounts from amounts, and all of the Blocked AccountAccount Letters shall so provide.
(b) The Borrower Parties shall take cause, pursuant to the Disbursement Instructions Letter, all steps to ensure that all of their Account Debtors and all of their Credit Card Processors forward all cash, cash equivalents, checks, notes, drafts or similar items of payment to lockboxes established with be received by it from Finance Corp., including but not limited to, (1) payments from Account Debtors (it being expressly understood that this relates only to accounts not sold to, or accounts reacquired from, Finance Corp. pursuant to the Receivables Securitization), and (2) all payments to be made to the Borrower or Microcircuits pursuant to the Receivables Purchase Agreements or the Finance Corp. Subordinated Notes, to be promptly deposited directly into the Clearing Account. The Borrower shall also direct the Receivable Trustee to make all payments from the Receivables Trustee to the Borrower for Servicing Fees (as defined in the Pooling and Servicing Agreement) promptly into the Clearing Account. Additionally, the Borrower shall cause all Tuning Patent Royalties and other payments to be made to the Borrower under any License Agreement to be promptly deposited by the obligor thereof directly into the Blocked Account banks. The Borrower Parties shall cause each of their Credit Card Processors to enter into an agreement, in form and substance satisfactory to the Administrative Agent, with the Administrative Agent (and the applicable Borrower Party pursuant has issued such payment instructions to which all licensees under such License Agreements in effect as of the applicable Borrower Party shall irrevocably instruct Agreement Date and will issue such Credit Card Processor payment instructions to forward all items of payment owing to licensees under any License Agreement entered into after the Borrower Parties directly to a Blocked Account (each, a “Credit Card Processor Agreement”Agreement Date).
(c) . In the event that any the Borrower Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of directly, the Collateral, such Borrower Party shall hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into the Disbursement Clearing Account. All cash, cash equivalents (including Cash Equivalents)equivalents, checks, notes, drafts or similar items of payment (including from the sale of any assets under Section 8.7(b) or otherwise or constituting insurance or condemnation proceeds) received by any the Borrower Party otherwise than as provided elsewhere in this Section 5.15(b) shall be deposited into the Disbursement Clearing Account, the Blocked Account promptly upon (and in any event within one (1or an account which pursuant to Section 5.15(d) Business Day of) receipt thereof by such Borrower Partyhereof is subject to a Blocked Account Letter.
(dc) On each Business Day the Administrative Agent shall, without further consent of any Borrower Party, withdraw all immediately available funds in the Blocked Accounts maintained by SunTrust or any Affiliate thereof, deposit the same in the Loan Account, and apply the same against the Obligations in the manner provided for in Section 2.11 or, if applicable, Section 2.6(b).
(e) If any Blocked Account bank is not maintained with SunTrust, or any Affiliate thereof, all funds in the Blocked Account of such other bank shall be deposited into the Disbursement Account on a daily basis in immediately available funds. On each Business Day on which any amount is deposited into the Disbursement Clearing Account in immediately available funds, funds the Administrative Agent shall withdraw such amount from into the Disbursement Clearing Account, deposit the same in the Loan Account, and apply the same against the Obligations in the manner provided for in Section 2.11 orhereof; provided, however, and notwithstanding the foregoing, that unless an Event of Default then exists, no money on deposit in the Clearing Account shall be applied against (A) the principal of the Term Loan unless such payment is then due under Section 2.6, or (B) any Eurodollar Advance if such application would constitute a prepayment of such Eurodollar Advance prior to its Payment Date, and such funds shall be retained in the Clearing Account (and will be invested by the Agent in overnight deposits for the Borrower's account) until the earlier of (i) such payment of principal on the Term Loan being due under Section 2.6, (ii) such Payment Date, (iii) the next Business Day on which additional Obligations arise, or (iv) the occurrence of an Event of Default, at which time such amount shall be applied to the Term Loan principal, such Eurodollar Advance or such Obligations (in accordance with the provisions of Section 2.11 hereof), as the case may be; provided further, however, that unless an Event of Default then exists, if applicableat any time there are no Revolving Loans outstanding and no payment of the Term Loan then due under Section 2.6, Section 2.6(b)any funds on deposit in the Clearing Account at such time shall be delivered to the Borrower upon the Borrower's request.
(fd) As of the Agreement Date, all bank accounts and investment accounts of the The Borrower Parties are listed on Schedule 6.15 and such Schedule designates which such accounts are deposit accounts. Except as otherwise expressly permitted under the Security Agreement, no Borrower Party shall not open any other deposit account (except as required by the Securitization Documents) unless the depository bank for such account shall have entered into an agreement with the Administrative Agent substantially in the form of the Blocked Account AgreementLetters. In addition, except as otherwise expressly permitted under the Security Agreement, no Borrower Party shall maintain a balance in excess As of the amount necessary to cover outstanding checks drawn Agreement Date, all bank accounts of the Borrower are listed on such account or in any other bank account or investment account (each a “Non-Depository Account”) unless and until such Borrower Party has delivered to the Administrative Agent a control agreement in form and substance satisfactory to the Administrative Agent executed by such Borrower Party, the Administrative Agent and the financial institution where such account is locatedSchedule 5.15.
Appears in 1 contract
The Blocked Account. On or before the Agreement Date, and at all times thereafter:
(a) The Borrower Parties shall establish and maintain one or more deposit and lockbox blocked accounts (each a “Blocked Account”) pursuant to arrangements a lockbox arrangement acceptable to the Administrative Agent with SunTrust, SunTrust Bank or any Affiliate thereof or any other bank(s) as may be selected by the Borrower Parties and approved by the Administrative Agentthereof. The Borrower Parties shall issue to each such bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Disbursement Account. Each such Blocked Account bank shall agree to the Administrative Agent’s standard Blocked Account Agreement or maintained at such variation thereof as shall be mutually satisfactory to the Administrative Agent and such bankBank. All amounts which shall be deposited into any Blocked Account shall immediately become the property of and be under the sole dominion and exclusive control of the Administrative Agent, on behalf of the Lender Group, and no Borrower Party shall have any right to withdraw such amounts from the Blocked Account.
(b) The Borrower Parties shall take all steps to ensure that all of their Account Debtors and all of their Credit Card Processors credit card processors forward all items of payment to lockboxes established with the Blocked Account banks. The Borrower Parties shall cause each of their Credit Card Processors credit card processors to enter into an agreement, in form and substance satisfactory to the Administrative Agent, with the Administrative Agent and the applicable Borrower Party pursuant to which the applicable Borrower Party shall irrevocably instruct such Credit Card Processor credit card processor to forward all items of payment owing to the Borrower Parties directly to a Blocked Account (each, a “Credit Card Processor Agreement”)Account.
(c) In the event that any Borrower Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the Collateral, such Borrower Party shall hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into the Disbursement a Blocked Account. All cash, cash equivalents (including Cash Equivalents)equivalents, checks, notes, drafts or similar items of payment (including including, without limitation, from the sale of any assets under Section 8.7(b) or otherwise or constituting insurance or condemnation proceeds) received by any Borrower Party shall be deposited into the Disbursement a Blocked Account promptly upon (and in any event within one (1) Business Day of) receipt thereof by such Borrower Party.
(d) On If the Administrative Agent or any Affiliate of the Administrative Agent is a Blocked Account bank, on each Business Day the Administrative Agent shall, without further consent of any Borrower Party, withdraw all immediately available funds in the such Blocked Accounts maintained by SunTrust or any Affiliate thereof, deposit the same in the Loan Account, and apply the same against the Obligations in the manner provided for in Section 2.11 or, if applicable, Section 2.6(b).
(e) If any Blocked Account bank is not maintained with SunTrust, or any Affiliate thereof, all funds in the Blocked Account of such other bank shall be deposited into the Disbursement Account on a daily basis in immediately available funds. On each Business Day on which any amount is deposited into the Disbursement Account in immediately available funds, the Administrative Agent shall withdraw such amount from into the Disbursement Account, deposit the same in the Loan Account, and apply the same against the Obligations in the manner provided for in Section 2.11 or, if applicable, Section 2.6(b2.6(c); provided, however, if on any such date there are no outstanding Obligations or the amount of any such deposit in the Loan Account is in excess of the outstanding Obligations, then at the written request of the Borrower such excess amount shall be directed to any other deposit or investment account maintained by the Borrower so long as such account is subject to a Blocked Account Agreement or other control agreement acceptable to the Co-Collateral Agents. With respect to the calculation of interest, the application of such funds to the Obligations shall be deemed made one (1) day after receipt of such funds.
(fe) As of the Agreement Date, all bank accounts and investment accounts of the Borrower Parties are listed on Schedule 6.15 and such Schedule designates which such accounts are deposit accounts. Except as otherwise expressly permitted under the Security Agreement, no No Borrower Party shall open any other deposit account unless the depository bank for such account shall have entered into an agreement with the Administrative Agent substantially in the form of the Blocked Account Agreement. In addition, except as otherwise expressly permitted under the Security Agreement, no Borrower Party shall maintain a balance in excess of the amount necessary to cover outstanding checks drawn on such account or in any other bank account or investment account (each a “Non-Depository Account”) unless and until such Borrower Party has delivered to the Administrative Agent a control agreement in form and substance satisfactory to the Administrative Agent executed by such Borrower Party, the Administrative Agent and the financial institution where such account is located.
Appears in 1 contract
Samples: Credit Agreement (Gtsi Corp)
The Blocked Account. On or before the Agreement Date, and at all times thereafter:
(a) The Borrower Parties shall establish and maintain one or more deposit and lockbox special lockboxes or blocked accounts pursuant to arrangements acceptable to (each, a "Blocked Account") owned by the Administrative Agent Borrower with SunTrust, any Affiliate thereof or any other such bank(s) as may be selected by the Borrower Parties and approved by the Administrative Agent. The Borrower Parties Agent and which shall issue to each such bank an irrevocable letter provide that all proceeds of instruction directing such bank to deposit all payments or the Collateral (other remittances than proceeds of the HDTV Patents and the HDTV License Agreements) which shall be received in the lockbox such Blocked Account shall be remitted in immediately available funds to the Disbursement Clearing Account. Each such Blocked Account bank shall agree to the Administrative Agent’s 's standard Blocked Account Agreement Letter or such variation thereof as shall be mutually satisfactory to the Administrative Agent and such bank. All amounts which shall be deposited into any Blocked Account shall immediately become the property of and be under the sole dominion and exclusive control of the Administrative Agent, on behalf of the Lender GroupIssuing Banks and Lenders, and no the Borrower Party shall have any no right to withdraw such amounts from amounts, and all of the Blocked AccountAccount Letters shall so provide.
(b) The Borrower Parties shall take cause all steps proceeds of Collateral (other than proceeds of the HDTV Patents, the HDTV License Agreements, the Salomon Assets and the Credits) to ensure that be promptly deposited directly into a Blocked Account or the Clearing Account. Additionally, the Borrower shall cause all of their Account Debtors Tuning Patent Royalties and all of their Credit Card Processors forward all items of payment other payments to lockboxes established with be made to the Borrower under any License Agreement to be promptly deposited by the obligor thereof directly into the Blocked Account banks. The Borrower Parties shall cause each of their Credit Card Processors to enter into an agreement, in form and substance satisfactory to the Administrative Agent, with the Administrative Agent (and the applicable Borrower Party pursuant has issued such payment instructions to which all licensees under such License Agreements in effect as of the applicable Borrower Party shall irrevocably instruct Agreement Date and will issue such Credit Card Processor payment instructions to forward all items of payment owing to licensees under any License Agreement entered into after the Borrower Parties directly to a Blocked Account (each, a “Credit Card Processor Agreement”Agreement Date).
(c) . In the event that any the Borrower Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of directly, the Collateral, such Borrower Party shall hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into the Disbursement Clearing Account. All cash, cash equivalents (including Cash Equivalents)equivalents, checks, notes, drafts or similar items of payment (including from the sale of any assets under Section 8.7(b) or otherwise or constituting insurance or condemnation proceeds) received by any the Borrower Party otherwise than as provided elsewhere in this Section 5.15(b) shall be deposited into the Disbursement Clearing Account, the Blocked Account promptly upon (and in any event within one (1or an account which pursuant to Section 5.15(d) Business Day of) receipt thereof by such Borrower Partyhereof is subject to a Blocked Account Letter.
(dc) On each Business Day the Administrative Agent shall, without further consent of any Borrower Party, withdraw all immediately available funds in the Blocked Accounts maintained by SunTrust or any Affiliate thereof, deposit the same in the Loan Account, and apply the same against the Obligations in the manner provided for in Section 2.11 or, if applicable, Section 2.6(b).
(e) If any Blocked Account bank is not maintained with SunTrust, or any Affiliate thereof, all funds in the Blocked Account of such other bank shall be deposited into the Disbursement Account on a daily basis in immediately available funds. On each Business Day on which any amount is deposited into the Disbursement Clearing Account in immediately available funds, funds the Administrative Agent shall withdraw such amount from into the Disbursement Clearing Account, deposit the same in the Loan Account, and apply the same against the Obligations in the manner provided for in Section 2.11 orhereof; provided, however, and notwithstanding the foregoing, that unless an Event of Default then exists, no money on deposit in the Clearing Account shall be applied against any Eurodollar Advance if such application would constitute a prepayment of such Eurodollar Advance prior to its Payment Date, and such funds shall be retained in the Clearing Account (and will be invested by the Agent in overnight deposits for the Borrower's account) until the earlier of (i) such Payment Date, (ii) the next Business Day on which additional Obligations arise, or (iii) the occurrence of an Event of Default, at which time such amount shall be applied to such Eurodollar Advance or such Obligations (in accordance with the provisions of Section 2.11 hereof), as the case may be; provided further, however, that unless an Event of Default then exists, if applicableat any time there are no Revolving Loans outstanding, Section 2.6(b)any funds on deposit in the Clearing Account at such time shall be delivered to the Borrower upon the Borrower's request.
(fd) As of the Agreement Date, all bank accounts and investment accounts of the The Borrower Parties are listed on Schedule 6.15 and such Schedule designates which such accounts are deposit accounts. Except as otherwise expressly permitted under the Security Agreement, no Borrower Party shall not open any other deposit account unless the depository bank for such account shall have entered into an agreement with the Administrative Agent substantially in the form of the Blocked Account AgreementLetters. In addition, except as otherwise expressly permitted under the Security Agreement, no Borrower Party shall maintain a balance in excess As of the amount necessary to cover outstanding checks drawn Agreement Date, all bank accounts of the Borrower are listed on such account or in any other bank account or investment account (each a “Non-Depository Account”) unless and until such Borrower Party has delivered to the Administrative Agent a control agreement in form and substance satisfactory to the Administrative Agent executed by such Borrower Party, the Administrative Agent and the financial institution where such account is located.Schedule 5.15(d). ----------------
Appears in 1 contract
The Blocked Account. On or before the Agreement Date, and at all times thereafter:
(a) The Borrower Parties shall establish and maintain one or more deposit and lockbox special lockboxes or blocked accounts pursuant to arrangements acceptable to (each, a "Blocked Account") owned by the Administrative Agent Borrower with SunTrust, any Affiliate thereof or any other such bank(s) as may be selected by the Borrower Parties and approved by the Administrative Agent. The Borrower Parties Agent and which shall issue to each such bank an irrevocable letter provide that all proceeds of instruction directing such bank to deposit all payments or other remittances the Collateral which shall be received in the lockbox such Blocked Account shall be remitted in immediately available funds to the Disbursement Clearing Account. Each such Blocked Account bank shall agree to the Administrative Agent’s 's standard Blocked Account Agreement Letter or such variation thereof as shall be mutually satisfactory to the Administrative Agent and such bank. All amounts which shall be deposited into any Blocked Account shall immediately become the property of and be under the sole dominion and exclusive control of the Administrative Agent, on behalf of the Lender GroupIssuing Banks and Lenders, and no the Borrower Party shall have any no right to withdraw such amounts from amounts, and all of the Blocked AccountAccount Letters shall so provide.
(b) The Borrower Parties shall take cause all steps proceeds of Collateral to ensure that be promptly deposited directly into a Blocked Account or the Clearing Account. Additionally, the Borrower shall cause all of their Account Debtors Tuning Patent Royalties and all of their Credit Card Processors forward all items of payment other payments to lockboxes established with be made to the Borrower under any License Agreement to be promptly deposited by the obligor thereof directly into the Blocked Account banks. The Borrower Parties shall cause each of their Credit Card Processors to enter into an agreement, in form and substance satisfactory to the Administrative Agent, with the Administrative Agent (and the applicable Borrower Party pursuant has issued such payment instructions to which all licensees under such License Agreements in effect as of the applicable Borrower Party shall irrevocably instruct Agreement Date and will issue such Credit Card Processor payment instructions to forward all items of payment owing to licensees under any License Agreement entered into after the Borrower Parties directly to a Blocked Account (each, a “Credit Card Processor Agreement”Agreement Date).
(c) . In the event that any the Borrower Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of directly, the Collateral, such Borrower Party shall hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into the Disbursement Clearing Account. All cash, cash equivalents (including Cash Equivalents)equivalents, checks, notes, drafts or similar items of payment (including from the sale of any assets under Section 8.7(b) or otherwise or constituting insurance or condemnation proceeds) received by any Borrower Party shall be deposited into the Disbursement Account promptly upon (and in any event within one (1) Business Day of) receipt thereof by such Borrower Party.
(d) On each Business Day the Administrative Agent shall, without further consent of any Borrower Party, withdraw all immediately available funds in the Blocked Accounts maintained by SunTrust or any Affiliate thereof, deposit the same in the Loan Account, and apply the same against the Obligations in the manner provided for in Section 2.11 or, if applicable, Section 2.6(b).
(e) If any Blocked Account bank is not maintained with SunTrust, or any Affiliate thereof, all funds in the Blocked Account of such other bank shall be deposited into the Disbursement Account on a daily basis in immediately available funds. On each Business Day on which any amount is deposited into the Disbursement Account in immediately available funds, the Administrative Agent shall withdraw such amount from into the Disbursement Account, deposit the same in the Loan Account, and apply the same against the Obligations in the manner provided for in Section 2.11 or, if applicable, Section 2.6(b).
(f) As of the Agreement Date, all bank accounts and investment accounts of the Borrower Parties are listed on Schedule 6.15 and such Schedule designates which such accounts are deposit accounts. Except otherwise than as otherwise expressly permitted under the Security Agreement, no Borrower Party shall open any other deposit account unless the depository bank for such account shall have entered into an agreement with the Administrative Agent substantially provided elsewhere in the form of the Blocked Account Agreement. In addition, except as otherwise expressly permitted under the Security Agreement, no Borrower Party shall maintain a balance in excess of the amount necessary to cover outstanding checks drawn on such account or in any other bank account or investment account (each a “Non-Depository Account”) unless and until such Borrower Party has delivered to the Administrative Agent a control agreement in form and substance satisfactory to the Administrative Agent executed by such Borrower Party, the Administrative Agent and the financial institution where such account is located.this Section
Appears in 1 contract
The Blocked Account. On or before the Agreement Date, and at all times thereafter:
(a) The Borrower Parties agree that all proceeds of the Collateral shall be deposited into one or more Blocked Accounts. The Borrower Parties shall also establish and maintain one or more deposit and lockbox accounts pursuant to arrangements acceptable to the Administrative Agent special lockboxes with SunTrust, any Affiliate thereof or any other such bank(s) as may be selected by the Borrower Parties and approved by the Administrative Agent. The Borrower Parties Agent and shall issue to each enter into an agreement such bank an irrevocable letter bank(s) providing that all proceeds of instruction directing such bank to deposit all payments or other remittances the Collateral received in the lockbox to the Disbursement Account. Each such Blocked Account bank shall agree to the Administrative Agent’s standard Blocked Account Agreement or such variation thereof as lockboxes shall be mutually satisfactory remitted in immediately available funds to the Administrative Agent and such banka Blocked Account. All amounts which shall be deposited into a Blocked Account shall be under the dominion and control of the Borrower Parties until the date of the initial Advance of the Loans (including, without limitation, any Advance made to reimburse a draw under any Letter of Credit), whereupon amounts deposited in such Blocked Account shall immediately become the property of and be under the sole dominion and exclusive control of the Administrative Agent, on behalf of of, and for the benefit of, the Lender Group, upon delivery of notice of such Advance by the Administrative Agent to the applicable bank and no otherwise pursuant to the terms of the applicable Blocked Account Agreement. The Borrower Party Parties shall have any no right thereafter to withdraw such any amounts from any Blocked Account without the Blocked Accountconsent of the Majority Lenders unless, at such time, there shall not be any Obligations (other than undrawn Letters of Credit, contingent indemnity obligations or, so long as no Event of Default then exists, Obligations in respect of Bank Products and Hedge Agreements) then outstanding.
(b) The Borrower Parties shall take cause all steps to ensure that all of their Account Debtors and all of their Credit Card Processors forward all cash, cash equivalents, checks, notes, drafts or similar items of payment from Account Debtors to lockboxes established with be promptly deposited directly into a Blocked Account. In furtherance of the Blocked Account banks. The Borrower Parties shall cause each of their Credit Card Processors to enter into an agreementforegoing, in form and substance satisfactory to the Administrative Agent, with the Administrative Agent and the applicable Borrower Party pursuant to which the applicable Borrower Party shall irrevocably instruct such Credit Card Processor to forward all items of payment owing to the Borrower Parties shall direct all Account Debtors to remit such amounts directly to a Blocked Account one or more of the lockboxes referred to in the preceding clause (each, a “Credit Card Processor Agreement”a).
(c) . In the event that any Borrower Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the Collateraldirectly, such Borrower Party shall hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into the Disbursement Blocked Account. All cash.
(c) If the Administrative Agent or an Affiliate of the Administrative Agent is a Blocked Account bank, cash equivalents (including Cash Equivalents), checks, notes, drafts or similar items of payment (including from on the sale of Business Day on which any assets under Section 8.7(b) or otherwise or constituting insurance or condemnation proceeds) received by any Borrower Party shall be amount is deposited into the Disbursement Blocked Account promptly upon (and with the Administrative Agent or an Affiliate of the Administrative Agent in any event within one (1) Business Day of) receipt thereof by such Borrower Party.
(d) On each Business Day immediately available funds, the Administrative Agent shall, without further consent of any Borrower Party, withdraw such amount from such Blocked Account to the extent of the Obligations (other than undrawn Letters of Credit, contingent indemnity obligations or, so long as no Event of Default then exists, Obligations in respect of Bank Products and Hedge Agreements) then outstanding, deposit the same in the Loan Account, and apply the same against the Obligations (other than contingent indemnity obligations or, so long as no Event of Default then exist, Obligations in respect of Bank Products and Hedge Agreements) in the manner provided for in Section 2.11; provided, however, and notwithstanding the foregoing, that unless an Event of Default then exists, no money on deposit in such Blocked Account shall be applied against any Eurodollar Advance if such application would constitute a prepayment of such Eurodollar Advance prior to its Payment Date, and during the existence of an Event of Default, such funds shall be retained in such Blocked Account (and will be invested by the Administrative Agent in overnight deposits for the Borrower's account) until the earlier of (i) such Payment Date, (ii) the next Business Day on which additional Obligations (other than continent indemnity obligations or, so long as no Event of Default then exists, Obligations in respect of Bank Products and Hedge Agreements) arise, or (iii) the occurrence of an Event of Default, at which time such amount shall be applied to such Eurodollar Advance or such Obligations (in accordance with the provisions of Section 2.11), as the case may be.
(d) If any Blocked Account bank is not the Administrative Agent or an Affiliate of the Administrative Agent, all immediately available funds in the Blocked Accounts maintained by SunTrust or Account of such other bank shall be deposited into the Clearing Account. On the Business Day on which any Affiliate thereofamount is deposited into the Clearing Account in immediately available funds, the Administrative Agent shall withdraw such amount from the Clearing Account to the extent of the Obligations (other than undrawn Letters of Credit, contingent indemnity obligations or, so long as no Event of Default then exists, Obligations in respect of Bank Products and Hedge Agreements) then outstanding, deposit the same in the Loan Account, and apply the same against the Obligations in the manner provided for in Section 2.11 2.11; provided, however, and notwithstanding the foregoing, that unless an Event of Default then exists, no money on deposit in the Clearing Account shall be applied against any Eurodollar Advance if such application would constitute a prepayment of such Eurodollar Advance prior to its Payment Date, and such funds shall be retained in the Clearing Account (and will be invested by the Administrative Agent in overnight deposits for the Borrowers' account) until the earlier of (i) such Payment Date, (ii) the next Business Day on which additional Obligations (other than contingent indemnity obligations or, so long as no Event if applicableDefault then exists, Obligations in respect of Bank Products or Hedge Agreements) arise, or (iii) the occurrence of an Event of Default, at which time such amount shall be applied to such Eurodollar Advance or such Obligations (in accordance with the provisions of Section 2.6(b2.11), as the case may be. So long as no Obligations (other than undrawn Letters of Credit and contingent indemnity obligations) are then outstanding and no Event of Default then exists, amounts remaining in the Clearing Account will be transferred by the Administrative Agent to the Concentration Account.
(e) If any Blocked Account bank is not maintained with SunTrust, or any Affiliate thereof, all funds in the Blocked Account of such other bank shall be deposited into the Disbursement Account on a daily basis in immediately available funds. On each Business Day on which any amount is deposited into the Disbursement Account in immediately available funds, the Administrative Agent shall withdraw such amount from into the Disbursement Account, deposit the same in the Loan Account, and apply the same against the Obligations in the manner provided for in Section 2.11 or, if applicable, Section 2.6(b).
(f) As of the Agreement Date, all All bank accounts (except for xxxxx cash accounts, payroll accounts, medical reimbursement accounts and investment accounts for Foreign Subsidiaries) of the Borrower Parties are listed on Schedule 6.15 6.15, and such Schedule designates which such accounts are the Blocked Accounts as of the Agreement Date and which are other deposit accounts. Except as otherwise expressly permitted under the Security Agreement, no No Borrower Party shall open any other deposit account (except for xxxxx cash accounts, payroll accounts, medical reimbursement accounts and accounts for Foreign Subsidiaries) without providing the Administrative Agent with prior written notice thereof and, in the case of any such account into which the proceeds of any Accounts shall be deposited, unless the depository bank or other financial institution for such account shall have entered into an agreement with the Administrative Agent substantially in the form of the Blocked Account Agreement. In addition, except as otherwise expressly permitted under the Security Agreement, no Borrower Party shall maintain a balance in excess of the amount necessary to cover outstanding checks drawn on such account or in any other bank account or investment account (each a “Non-Depository Account”) unless and until such Borrower Party has delivered to the Administrative Agent a control agreement in form and substance satisfactory to the Administrative Agent executed by such Borrower Party, the Administrative Agent and the financial institution where such account is located.
Appears in 1 contract
The Blocked Account. On or before the Agreement Date, and at all times thereafter:
(a) The Borrower Parties shall establish and maintain one or more deposit and lockbox blocked accounts (each a "Blocked Account") pursuant to arrangements a lockbox arrangement acceptable to the Administrative Agent with SunTrustSunTrust Bank, any Affiliate affiliate thereof or any other bank(s) as may be selected by the Borrower Parties and approved by the Administrative Agent. The Borrower Parties shall issue to each such bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Disbursement Blocked Account. Each such Blocked Account bank shall agree to the Administrative Agent’s 's standard Blocked Account Agreement or such variation thereof as shall be mutually satisfactory to the Administrative Agent and such bank. All amounts which shall be deposited into any Blocked Account shall immediately become the property of and be under the sole dominion and exclusive control of the Administrative Agent, on behalf of the Lender Group, and no Borrower Party shall have any right to withdraw such amounts from the Blocked Account.
(b) The Borrower Parties shall take all steps to ensure that all of their Account Debtors and all of their Credit Card Processors credit card processors forward all items of payment to lockboxes established with the Blocked Account banks. The Within thirty (30) days of the Agreement Date or such later date as shall be acceptable to the Administrative Agent in its reasonable discretion, the Borrower Parties shall cause each of their Credit Card Processors credit card processors to enter into an agreement, in form and substance satisfactory to the Administrative Agent, with the Administrative Agent and the applicable Borrower Party pursuant to which the applicable Borrower Party shall irrevocably instruct such Credit Card Processor credit card processor to forward all items of payment owing to the Borrower Parties directly to a Blocked Account (each, a “Credit Card Processor Agreement”)Account.
(c) In the event that any Borrower Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the Collateral, such Borrower Party shall hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into the Disbursement a Blocked Account. All cash, cash equivalents (including Cash Equivalents)equivalents, checks, notes, drafts or similar items of payment (including including, without limitation, from the sale of any assets under Section 8.7(b) or otherwise or constituting insurance or condemnation proceeds) received by any Borrower Party otherwise than as provided elsewhere in this Section 6.15(b) shall be deposited into the Disbursement a Blocked Account promptly upon (and in any event within one (1) Business Day of) receipt thereof by such Borrower Party. Notwithstanding the foregoing, the Target Retail Borrower Parties shall be permitted to retain as xxxxx cash an amount up to $2,500 per retail center, determined on an average basis, for use in the retail stores of such Target Retail Borrower Parties in the ordinary course of business.
(d) On each If the Administrative Agent or any affiliate of the Administrative Agent is a Blocked Account bank, on the Business Day day on which any amount is deposited into the Blocked Account with the Administrative Agent or any affiliate of the Administrative Agent in immediately available funds, the Administrative Agent shall, without further consent of any Borrower Party, withdraw all immediately available funds in the Blocked Accounts maintained by SunTrust or any Affiliate thereof, deposit the same in the Loan Account, and apply the same against the Obligations in the manner provided for in Section 2.11 or, if applicable, Section 2.6(b).
(e) If any Blocked Account bank is not maintained with SunTrust, or any Affiliate thereof, all funds in the Blocked Account of such other bank shall be deposited into the Disbursement Account on a daily basis in immediately available funds. On each Business Day on which any amount is deposited into the Disbursement Account in immediately available funds, the Administrative Agent shall withdraw such amount from into the Disbursement such Blocked Account, deposit the same in the Loan Account, and apply the same against the Obligations in the manner provided for in Section 2.11 hereof; provided, however, and notwithstanding the foregoing, that unless an Event of Default then exists and unless the Administrative Borrower requests otherwise, no money on deposit in such Blocked Account shall be applied against any Eurodollar Advance if such application would constitute a prepayment of such Eurodollar Advance prior to its Payment Date, and such funds shall be retained in such Blocked Account (and, upon the written request of the Administrative Borrower, will be invested by the Administrative Agent in overnight deposits for the Borrowers' account) until the earliest of (i) such Payment Date, (ii) the next Business Day on which additional Obligations arise, and (iii) the occurrence of an Event of Default, at which time such amount shall be applied to such Eurodollar Advance or such Obligations (in accordance with the provisions of Section 2.11 hereof), as the case may be.
(e) If any Blocked Account bank is not the Administrative Agent or any affiliate of the Administrative Agent, all funds in the Blocked Account of such other bank shall be deposited into the Clearing Account on a daily basis (or, with respect to account number 07-083327 at First Hawaiian Bank, on each Monday and each Thursday and, with respect to account number 00000000 at SouthTrust Bank, on each Wednesday) in immediately available funds. On the Business Day on which any amount is deposited into the Clearing Account in immediately available funds, the Administrative Agent shall withdraw such amount from the Clearing Account, deposit the same in the Loan Account, and apply the same against the Obligations in the manner provided for in Section 2.11 hereof; provided, however, that notwithstanding the foregoing, unless an Event of Default then exists and unless the Administrative Borrower requests otherwise, no money on deposit in the Clearing Account shall be applied against any Eurodollar Advance if applicablesuch application would constitute a prepayment of such Eurodollar Advance prior to its Payment Date, and such funds shall be retained in the Clearing Account (and, upon the written request of the Administrative Borrower, will be invested by the Administrative Agent in overnight deposits for the Borrowers' account) until the earliest of (i) such Payment Date, (ii) the next Business Day on which additional Obligations arise, and (iii) the occurrence of an Event of Default, at which time such amount shall be applied to such Eurodollar Advance or such Obligations (in accordance with the provisions of Section 2.6(b2.11 hereof), as the case may be.
(f) As of the Agreement Date, all bank accounts and investment accounts of the Borrower Parties are listed on Schedule 6.15 and such Schedule designates which such accounts are deposit accounts. Except as otherwise expressly permitted under the Security Agreement, no No Borrower Party shall open any other deposit account unless the depository bank for such account shall have entered into an agreement with the Administrative Agent substantially in the form of the Blocked Account Agreement. In addition, except as otherwise expressly permitted under the Security Agreement, no Borrower Party shall maintain a balance in excess of the amount necessary to cover outstanding checks drawn on such account or in any other bank account or investment account (each a “"Non-Depository Account”") unless and until such Borrower Party has delivered to the Administrative Agent a control agreement in form and substance satisfactory to the Administrative Agent executed by such Borrower Party, the Administrative Agent and the financial institution where such account is located; provided, however, that the Borrower Parties shall be entitled to maintain balances in excess of such amounts necessary to cover outstanding checks drawn on such Non-Depository Accounts (i) with respect to accounts of the Target Retail Borrower Parties, in an amount not to exceed the amount described in the last sentence of Section 6.15(b), (ii) with respect to the employee benefit trust account number [8801663496] at [SunTrust Bank] or such other similar employee benefit trust account, an amount not to exceed as of any date of determination the Administrative Borrower's estimate of employee benefit claims to be paid in the remaining portion of such fiscal year (or, with respect to any date of determination in the last fiscal month of any fiscal year, the Administrative Borrower's estimate of employee benefit claims to be paid in the remaining portion of such fiscal year and during the next succeeding fiscal year) from such date of determination] (provided, that at any time that a Default exists, Borrower Parties shall not deposit additional funds into such account except to the extent necessary to pay accrued and unpaid employee benefit claims that are then due and payable) and (iii) with respect to all other Non-Depository Accounts in an amount not to exceed $350,000 in the aggregate.
Appears in 1 contract
The Blocked Account. On or before the Agreement Date, and at all times thereafter:
(a) The Borrower Parties shall Each Credit Party will, and will cause each of its Subsidiaries to, establish and maintain one or more deposit and lockbox blocked accounts (each, a “Blocked Account”) pursuant to arrangements a lockbox arrangement, or other arrangement, in each case, acceptable to the Administrative Agent with SunTrustWachovia, any Affiliate thereof or any other bank(s) as may be selected by the Borrower Credit Parties and approved by the Administrative AgentAgent in its reasonable discretion. The Borrower Credit Parties shall issue to each such bank an irrevocable letter of instruction directing such bank to deposit all payments or other remittances received in the lockbox to the Disbursement AccountBlocked Account maintained at such bank. Each such Blocked Account bank shall agree to the Administrative Agent’s standard Blocked Account Agreement or such variation thereof as shall be mutually satisfactory to the Administrative Agent and such bank. All During a Cash Sweep Period, all amounts which shall be deposited into any Blocked Account shall immediately become the property of and be under the sole dominion and exclusive control of the Administrative Agent, on behalf of the Lender Group, and no Borrower Credit Party shall have any right to withdraw such amounts from the any Blocked Account.
(b) The Borrower Parties shall Each Credit Party will, and will cause each of its Subsidiaries to, take all steps to ensure that all of their Account Debtors and all of their Credit Card Processors credit card processors forward all items of payment to lockboxes established with the Blocked Account banks. The Borrower Credit Parties shall cause each of their Credit Card Processors credit card processors to enter into an agreement, in form and substance satisfactory to the Administrative Agent, with the Administrative Agent and the applicable Borrower Credit Party pursuant to which the applicable Borrower Credit Party shall irrevocably instruct such Credit Card Processor credit card processor to forward all items of payment owing to the Borrower Credit Parties directly to a Blocked Account (each, a “Credit Card Processor Agreement”)Account.
(c) In the event that any Borrower Credit Party shall at any time receive any remittances of any of the foregoing directly or shall receive any other funds representing proceeds of the Collateral, such Borrower each Credit Party shall will, and will cause each of its Subsidiaries to, hold the same as trustee for the Administrative Agent, shall segregate such remittances from its other assets, and shall promptly deposit the same into the Disbursement a Blocked Account. All cash, cash equivalents (including Cash Equivalents)equivalents, checks, notes, drafts or similar items of payment (including from the sale of any assets under Section 8.7(b) or otherwise or constituting insurance or condemnation proceeds) received by any Borrower Credit Party shall be deposited into the Disbursement a Blocked Account promptly upon (and in any event within one (1) Business Day of) receipt thereof by such Borrower Credit Party.
(d) On During a Cash Sweep Period, at the sole discretion of the Administrative Agent, if the Administrative Agent or any Affiliate of the Administrative Agent is a Blocked Account bank, on each Business Day the Administrative Agent shall, without further consent of any Borrower Credit Party, withdraw (or cause such Affiliate to withdraw) all immediately available funds in the such Blocked Accounts maintained by SunTrust or any Affiliate thereofAccount, deposit the same in the Loan Accountaccount maintained by the Administrative Agent as described in Section 6.5(a), and apply the same against the Obligations in the manner provided for in Section 2.11 or, if applicable, Section 2.6(b)6.4.
(e) If During a Cash Sweep Period, at the sole discretion of the Administrative Agent, if any Blocked Account bank is not maintained with SunTrust, the Administrative Agent or any Affiliate thereofof the Administrative Agent, all funds in the Blocked Account of such other bank shall be deposited into the Disbursement Clearing Account on a daily basis in immediately available funds. On each Business Day on which any amount is deposited into the Disbursement Clearing Account in immediately available funds, the Administrative Agent shall withdraw such amount from into the Disbursement Clearing Account, deposit the same in the Loan Accountaccount maintained by the Administrative Agent as described in Section 6.5(a), and apply the same against the Obligations in the manner provided for in Section 2.11 or, if applicable, Section 2.6(b)6.4.
(f) As of After the Agreement Closing Date, all bank accounts and investment accounts of the Borrower Parties are listed on Schedule 6.15 and such Schedule designates which such accounts are deposit accounts. Except except as otherwise expressly permitted under the Security Agreement, no Borrower Credit Party shall open any other deposit account or securities account unless the depository bank or securities intermediary, as applicable, for such account shall have entered into an agreement a Blocked Account Agreement with the Administrative Agent substantially in the form of the Blocked Account AgreementAgent. In addition, except as otherwise expressly permitted under the Security Agreement, no Borrower Credit Party shall maintain a balance in excess of the amount necessary to cover outstanding checks drawn on such account or in any other bank deposit account or investment securities account (each a “Non-Depository Account”) unless and until such Borrower Credit Party has delivered to the Administrative Agent a control agreement Blocked Account Agreement in form and substance satisfactory to the Administrative Agent executed by such Borrower Credit Party, the Administrative Agent and the financial institution or securities intermediary, as applicable, where such account is located.
Appears in 1 contract
Samples: Credit Agreement (La-Z-Boy Inc)
