Collection Accounts. (a) In accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall, on or prior to the Closing Date, establish at the Custodian three (3) Dollar-denominated segregated trust accounts in the name of the Borrower, one of which will be designated the “USD Pass-Through Collection Account”, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectively, the “USD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. On or after the date of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Collection Account. All Dollar-denominated distributions on the Collateral Assets and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are opened. (b) At any time when reinvestment is permitted pursuant to Article X, the Collateral Manager on behalf of the Borrower (subject to compliance with Article X) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds (together with accrued interest received with regard to any Collateral Asset and Interest Proceeds but only to the extent used to pay for accrued interest on an additional Collateral Asset) and reinvest such funds in additional Collateral Assets in accordance with such instructions. If at any time the amount on deposit in the Unfunded Reserve Accounts is less than the Unfunded Reserve Required Amount, the Collateral Manager (on behalf of the Borrower) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds and remit such funds as so directed by the Collateral Manager to meet the Borrower’s funding obligations in respect of Delayed Drawdown Collateral Assets or Revolving Collateral Assets.
Appears in 2 contracts
Sources: Credit and Security Agreement (Diameter Credit Co), Credit and Security Agreement (Diameter Credit Co)
Collection Accounts. The Borrower and its Subsidiaries shall cause all collections of Receivables constituting Collateral and all proceeds of Collateral to be directly deposited into collection accounts (asuch accounts, “Collection Accounts”) In accordance maintained with JPMorgan or an Affiliate thereof or other financial institutions. Collection Accounts shall be subject to account control agreements, in form and substance acceptable to the Agent, which grant the Agent control over and a first-priority perfected security interest in such Collection Accounts, including, without limitation, amounts and other items on deposit therein. Amounts and other items on deposit in Collection Accounts that are not maintained with JPMorgan or an Affiliate thereof shall be transferred at least once a week to one or more Collection Accounts maintained with JPMorgan or an Affiliate thereof. If any collections referred to in the first sentence of this Agreement and Section 6.25 are received by the Account Control AgreementBorrower, a Subsidiary, or any other Person, such collections shall be deemed to have been received by the Borrower, such Subsidiary or such other Person in trust for the Agent, and, upon the Borrower’s, such Subsidiary’s, or such other Person’s receipt thereof, the Collateral Borrower shall (or shall cause such Subsidiary or other Person to) promptly remit all of such collections, in their original form, for deposit into a Collection Account. Following the occurrence and during the continuance of a Default, all amounts received by the Agent, all amounts on deposit in the Collection Accounts, and all amounts constituting collections required to be deposited into Collection Accounts shall be the sole property of the Agent shall, for the benefit of the Holders of Secured Obligations and shall be deemed received by the Agent for application to the Secured Obligations pursuant to the terms of this Agreement. With respect to any Collection Account described in this Section 6.25 not already subject to a control agreement on or prior to the Closing Date, establish the Borrower and its Subsidiaries shall have ninety (90) days from the later of the Closing Date and the date on which such Collection Account is opened or converted to cause such account to become subject to one of the aforementioned account control agreements. Notwithstanding the foregoing, or anything to the contrary in Section 2.11.1, at all times that (i) no Default exists and (ii) Excess Availability equals or exceeds $300,000,000, amounts which are on deposit in Collection Accounts shall be released, in a manner mutually satisfactory to the Borrower and the Agent, on a daily basis to the Borrower’s operating accounts maintained with JPMorgan Chase Bank, National Association, and such released amounts shall be automatically released from the Lien created by the Security Agreement and cease to be Collateral without delivery of any instrument or performance of any act by any party, and all rights to such released amounts shall revert to the Borrower or applicable Subsidiary. In connection therewith, the Agent, at the Custodian three (3) Dollar-denominated segregated trust accounts in the name request and sole expense of the Borrower, one of which will be designated the “USD Pass-Through Collection Account”, one of which will be designated the “USD Interest Collection Account” shall execute and one of which designated the “USD Principal Collection Account” (collectively, the “USD Collection Account”), which shall be maintained by deliver to the Borrower with all releases or other documents reasonably necessary or desirable for the Custodian in accordance with the Account Control Agreement and which shall be subject to release of the Lien of the Collateral Agent. On or after the date of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Collection Account. All Dollar-denominated distributions on the Collateral Assets and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are openedreleased amounts.
(b) At any time when reinvestment is permitted pursuant to Article X, the Collateral Manager on behalf of the Borrower (subject to compliance with Article X) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds (together with accrued interest received with regard to any Collateral Asset and Interest Proceeds but only to the extent used to pay for accrued interest on an additional Collateral Asset) and reinvest such funds in additional Collateral Assets in accordance with such instructions. If at any time the amount on deposit in the Unfunded Reserve Accounts is less than the Unfunded Reserve Required Amount, the Collateral Manager (on behalf of the Borrower) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds and remit such funds as so directed by the Collateral Manager to meet the Borrower’s funding obligations in respect of Delayed Drawdown Collateral Assets or Revolving Collateral Assets.
Appears in 2 contracts
Sources: Credit Agreement (Tesoro Corp /New/), Credit Agreement (Tesoro Corp /New/)
Collection Accounts. (ai) The Borrower has established with each Collection Account Bank one or more Collection Accounts subject, in each case, to a fully executed Collection Account Agreement (other than, prior to the date of the initial Advance hereunder, with respect to the EFT/CC Account). The Borrower agrees that, at any time after the continuance of any Trigger Event, the Administrative Agent may (but is not obligated to) deliver one or more Notices of Exclusive Control to exercise exclusive dominion and control of each Collection Account and all monies, instruments and other property from time to time on deposit therein. The Borrower shall not make or cause to be made, or have any ability to make or cause to be made, any withdrawals from any Collection Account except as provided in Section 6.01(b)(iii).
(ii) The Borrower (or the Servicer on Borrower’s behalf) has instructed all existing Obligors of Transferred Receivables, and shall instruct all future Obligors of such Receivables, to make payments in respect thereof only (A) by check or money order mailed to one or more lockboxes or post office boxes under the control of the Administrative Agent (each a “Lockbox” and collectively the “Lockboxes”) or (B) by wire transfer or moneygram directly to a Collection Account or the Concentration Account. The Borrower (or the Servicer on the Borrower’s behalf) has instructed all Collection Account Banks to deposit all items sent to a Lockbox directly into a Collection Account. Schedule 4.01(q) lists all Lockboxes and all Collection Account Banks at which the Borrower maintains Collection Accounts as of the Restatement Effective Date, and such schedule correctly identifies (1) with respect to each such Collection Account Bank, the name, address and telephone number thereof, (2) with respect to each Collection Account, the name in which such account is held and the complete account number therefor, and (3) with respect to each Lockbox, the lockbox number and address thereof. The Borrower (or the Servicer on Borrower’s behalf) shall endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in the Collection Account, in the form so received (with all necessary endorsements), on the second Business Day after the date of receipt thereof. In addition, the Borrower shall deposit or cause to be deposited into a Collection Account all cash, checks, money orders or other proceeds of Transferred Receivables or Borrower Collateral received by it other than in a Lockbox or a Collection Account, in the form so received (with all necessary endorsements), not later than the close of business on the second Business Day following the date of receipt thereof, and until so deposited all such items or other proceeds shall be held in trust for the benefit of the Administrative Agent. The Borrower shall not make and shall not permit the Servicer to make any deposits into a Lockbox or any Collection Account except in accordance with the terms of this Agreement or any other Related Document.
(iii) If, for any reason, a Collection Account Agreement terminates or any Collection Account Bank fails to comply with its obligations under the Collection Account Agreement to which it is a party, then the Borrower shall promptly notify all Obligors of Transferred Receivables who had previously been instructed to make wire payments to a Collection Account maintained at any such Collection Account Bank to make all future payments to a new Collection Account in accordance with this Section 6.01(a)(iii). The Borrower shall not close any Collection Account unless it shall have (A) received the prior written consent of the Administrative Agent, (B) established a new account with the same Collection Account Bank or with a new depositary institution satisfactory to the Administrative Agent, (C) entered into an agreement covering such new account with such Collection Account Bank or with such new depositary institution substantially in the form of the predecessor Collection Account Agreement or that is satisfactory in all respects to the Administrative Agent (whereupon, for all purposes of this Agreement and the other Related Documents, such new account shall become a Collection Account, such new agreement shall become a Collection Account Control AgreementAgreement and any new depositary institution shall become a Collection Account Bank), and (D) taken all such action as the Collateral Administrative Agent shall, on or prior shall reasonably require to grant and perfect a first priority Lien in such new Collection Account to the Closing Date, establish at the Custodian three (3) Dollar-denominated segregated trust accounts in the name of the Borrower, one of which will be designated the “USD Pass-Through Collection Account”, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectively, the “USD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. On or after the date Administrative Agent under Section 7.01 of this Agreement, in accordance with . Except as permitted by this Agreement and the Account Control AgreementSection 6.01(a), the Collateral Agent Borrower shall establish at not, and shall not permit the Custodian (i) two (2) CAD-denominated accounts in Servicer to, open any new Lockbox or Collection Account without the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien prior written consent of the Collateral Administrative Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Collection Account. All Dollar-denominated distributions on the Collateral Assets and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are opened.
(b) At any time when reinvestment is permitted pursuant to Article X, the Collateral Manager on behalf of the Borrower (subject to compliance with Article X) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds (together with accrued interest received with regard to any Collateral Asset and Interest Proceeds but only to the extent used to pay for accrued interest on an additional Collateral Asset) and reinvest such funds in additional Collateral Assets in accordance with such instructions. If at any time the amount on deposit in the Unfunded Reserve Accounts is less than the Unfunded Reserve Required Amount, the Collateral Manager (on behalf of the Borrower) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds and remit such funds as so directed by the Collateral Manager to meet the Borrower’s funding obligations in respect of Delayed Drawdown Collateral Assets or Revolving Collateral Assets.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (Cumulus Media Inc)
Collection Accounts. (ai) In accordance The Borrower has established with this Agreement each Collection Account Bank one or more Collection Accounts subject, in each case, to a fully executed Collection Account Agreement. The Borrower agrees that the Administrative Agent shall have exclusive dominion and control of each Collection Account and all monies, instruments and other property from time to time on deposit therein. The Borrower shall not make or cause to be made, or have any ability to make or cause to be made, any withdrawals from any Collection Account except as provided in Section 6.01(b)(ii).
(ii) The Borrower (or the Servicer on Borrower’s behalf) has instructed all existing Obligors of Transferred Receivables, and shall instruct all future Obligors of such Receivables, to make payments in respect thereof only (A) by check or money order mailed to one or more lockboxes or post office boxes under the control of the Administrative Agent (each a “Lockbox” and collectively the “Lockboxes”) or (B) by wire transfer or moneygram directly to a Collection Account. The Borrower (or the Servicer on the Borrower’s behalf) has instructed all Collection Account Banks to deposit all items sent to a Lockbox directly into a Collection Account. Schedule 4.01(q) lists all Lockboxes and all Collection Account Banks at which the Borrower maintains Collection Accounts as of the Restatement Effective Date, and such schedule correctly identifies (1) with respect to each such Collection Account Bank, the name, address and telephone number thereof, (2) with respect to each Collection Account, the name in which such account is held and the Account Control Agreementcomplete account number therefor, the Collateral Agent shall, on or prior to the Closing Date, establish at the Custodian three and (3) Dollar-denominated segregated trust accounts with respect to each Lockbox, the lockbox number and address thereof. The Borrower (or the Servicer on Borrower’s behalf) shall endorse, to the extent necessary, all checks or other instruments received in any Lockbox so that the same can be deposited in the name Collection Account, in the form so received (with all necessary endorsements), on the first Business Day after the date of receipt thereof. In addition, the Borrower shall deposit or cause to be deposited into a Collection Account all cash, checks, money orders or other proceeds of Transferred Receivables or Borrower Collateral received by it other than in a Lockbox or a Collection Account, in the form so received (with all necessary endorsements), not later than the close of business on the first Business Day following the date of receipt thereof, and until so deposited all such items or other proceeds shall be held in trust for the benefit of the Borrower, one of which will be designated Administrative Agent. The Borrower shall not make and shall not permit the “USD Pass-Through Servicer to make any deposits into a Lockbox or any Collection Account”, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectively, the “USD Collection Account”), which shall be maintained by the Borrower with the Custodian Account except in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. On or after the date terms of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and or any other Related Document.
(iii) two (2) GBP-denominated accounts in the name of the BorrowerIf, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Accountfor any reason, the CAD Interest a Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Agreement terminates or any Collection Account and Bank fails to comply with its obligations under the EUR Principal Collection AccountAccount Agreement to which it is a party, the “Principal Collection Account”) which shall be maintained by then the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Collection Account. All Dollar-denominated distributions on the Collateral Assets and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are opened.
(b) At any time when reinvestment is permitted pursuant to Article X, the Collateral Manager on behalf of the Borrower (subject to compliance with Article X) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds (together with accrued interest received with regard to any Collateral Asset and Interest Proceeds but only to the extent used to pay for accrued interest on an additional Collateral Asset) and reinvest such funds in additional Collateral Assets in accordance with such instructions. If at any time the amount on deposit in the Unfunded Reserve Accounts is less than the Unfunded Reserve Required Amount, the Collateral Manager (on behalf of the Borrower) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds and remit such funds as so directed by the Collateral Manager to meet the Borrower’s funding obligations in respect of Delayed Drawdown Collateral Assets or Revolving Collateral Assets.
Appears in 1 contract
Sources: Receivables Funding and Administration Agreement (RBS Global Inc)
Collection Accounts. (a) In accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall, on or prior to As of the Closing Date, establish at Borrower has (i) pursuant to the Custodian three Lockbox Agreement (3) Dollar-denominated segregated trust accounts General Collection Account), established and will thereafter maintain with Lockbox Bank, in the name of Borrower for the Borrowerbenefit of Administrative Agent on behalf of Lenders, one as secured party, a certain collection account for the collection of which will be designated certain proceeds from the Property as and to the extent more particularly set forth herein (the “USD Pass-Through Collection Account”, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectively, the “USD General Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject (ii) pursuant to the Lien of the Collateral Agent. On or after the date of this AgreementLockbox Agreement (Retail Collection Account), in accordance established and will thereafter maintain with this Agreement and the Account Control AgreementLockbox Bank, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of BorrowerBorrower for the benefit of Administrative Agent on behalf of Lenders, one as secured party, a certain collection account for the collection of which will be designated proceeds from the Retail Units only (the “CAD Interest Retail Collection Account”). On or prior to December 9, 2021, Hotel Lessee shall, and Borrower shall cause Hotel Lessee to, pursuant to the Lockbox Agreement (Hotel Collection Account), establish and will thereafter maintain with Lockbox Bank, in the name of Hotel Lessee for the benefit of Administrative Agent on behalf of Lenders, as secured party, a certain collection account for the collection of proceeds from the Hotel Unit only (the “Hotel Collection Account”, and together with the General Collection Account and the Retail Collection Account, each a “Collection Account” and, collectively, the “Collection Accounts”). Each of the Collection Accounts shall be established and maintained as a non-interest-bearing deposit account. The Collection Accounts and the funds deposited therein shall serve as additional security for the Loan. In recognition of Administrative Agent’s security interest in the funds deposited into the Collection Accounts, Borrower and Hotel Lessee, as applicable, shall identify each of the Collection Accounts with the name of Administrative Agent, as secured party. Each of the General Collection Account and the Retail Collection Account shall be under the sole dominion and control of Administrative Agent (as provided in the applicable Lockbox Agreement and this Agreement) and be named as follows: “1350 S ▇▇▇▇▇ LLC f/b/o Starwood Property Mortgage Sub-12-A, L.L.C., as secured party and Administrative Agent – General Collection Account” and one of which designated the “CAD Principal Collection Account” (together1350 S ▇▇▇▇▇ LLC f/b/o Starwood Property Mortgage Sub-12-A, the “CAD L.L.C., as secured party and Administrative Agent – Retail Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agentrespectively. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Hotel Collection Account shall collectively be under the sole dominion and control of Administrative Agent (as provided in the applicable Lockbox Agreement and this Agreement) and be named as follows: “NRI Real Token Tenant, LLC f/b/o Starwood Property Mortgage Sub-12-A, L.L.C., as secured party and Administrative Agent – Hotel Collection Account”. In accordance with Borrower and Hotel Lessee each agrees that, prior to the satisfaction in full of the Debt, the terms and conditions of any Lockbox Agreement shall not be amended or modified without the prior written consent of Administrative Agent (which consent Administrative Agent may grant or withhold in its sole discretion). Pursuant to the Lockbox Agreement (General Collection Account), (i) during the continuance of a Cash Management Period, all amounts on deposit in the General Collection Account Control shall be transferred on a daily basis by the Lockbox Bank to the Cash Management Account, and (ii) if no Cash Management Period is in effect, all amounts on deposit in the General Collection Account shall be transferred on a daily basis by the Lockbox Bank to the Borrower Operating Account. Pursuant to the Lockbox Agreement (Retail Collection Account), (i) during the continuance of an Event of Default, all amounts on deposit in the Retail Collection Account shall be transferred on a daily basis by the Lockbox Bank to the Cash Management Account, and (ii) if no Event of Default in continuing, all amounts on deposit in the Retail Collection Account shall be transferred on a daily basis by the Lockbox Bank to the Borrower Operating Account or, if requested pursuant to written notice by Borrower to Administrative Agent and Lockbox Bank, a separate account controlled by Retail Manager. Pursuant to the Lockbox Agreement (Hotel Collection Account), (i) during the continuance of an Event of Default, all amounts on deposit in the Hotel Collection Account shall be transferred on a daily basis by the Lockbox Bank to the Cash Management Account, and (ii) if no Event of Default in continuing, all amounts on deposit in the Hotel Collection Account shall be transferred on a daily basis by the Lockbox Bank to the to an operating account (which shall be in Hotel Lessee’s name, under the sole dominion and control of Hotel Lessee, and in which neither Administrative Agent nor Lenders shall have a security interest) designated from time to time by Hotel Lessee (the “Hotel Lessee Operating Account”). Pursuant to the applicable Lockbox Agreement, the Collateral Agent shall provide notice Lockbox Bank will agree to transfer the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each full amount of the non-Dollar accounts comprising available balance on deposit in the Collection Account. All Dollar-denominated distributions on Accounts by federal wire transfer once every Business Day throughout the Collateral Assets and Term (including throughout any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05Extension Period) to the USD Interest Collection Cash Management Account, the Borrower Operating Account (or separate account controlled by Retail Manager) and/or the USD Principal Collection Hotel Lessee Operating Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are opened.
(b) At During the continuance of any time when reinvestment Cash Management Period during which the Management Condition is permitted satisfied, all Revenues generated by the F&B Space, Hotel Unit, Residential Unit and Parking Unit, as applicable, shall be remitted to or otherwise collected directly by the Hotel Manager, F&B Manager, Residential Manager and Parking Manager, as applicable. Borrower shall, or shall otherwise cause the F&B Manager, Residential Manager and the Parking Manager, as applicable, to deposit all Distributable Proceeds payable to Borrower pursuant to Article Xthe applicable Management Agreement directly into the General Collection Account as and when such amounts are required to be paid to Borrower. Hotel Lessee shall, or shall otherwise cause the Collateral Hotel Manager on behalf to, deposit all Distributable Proceeds payable to Hotel Lessee pursuant to the Hotel Management Agreement directly into the Hotel Collection Account as and when such amounts are required to be paid to Hotel Lessee.
(c) During the continuance of any Cash Management Period during which a Management Condition is not satisfied for the F&B Space, Hotel Unit, Residential Unit or the Parking Unit, Borrower shall, or shall cause F&B Manager, Residential Manager and Parking Manager, as applicable, to (subject to compliance with Article Xx) may, by delivery of deliver written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer revoked upon the satisfaction of the Collateral Manager applicable Management Condition) to all Tenants under Leases with respect to the Collateral Agent F&B Space, the Residential Unit and the Collateral AdministratorParking Unit, direct as applicable, to deliver all Revenues payable thereunder directly to the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit General Collection Account (which irrevocable written instruction shall be substantially in the applicable Collection Account representing Principal Proceeds (together with accrued interest received with regard to any Collateral Asset and Interest Proceeds but only to the extent used to pay for accrued interest on an additional Collateral Asset) and reinvest such funds in additional Collateral Assets in accordance with such instructions. If at any time the amount on deposit in the Unfunded Reserve Accounts is less than the Unfunded Reserve Required Amount, the Collateral Manager (on behalf form of the Borrowerinstruction letter attached hereto as Exhibit B-3 (a “Tenant Direction Letter”), (y) may, by delivery of deliver written instructions (which may be revoked upon the satisfaction of the applicable Management Condition) to all Payors with respect to the F&B Space, the Residential Unit and the Parking Unit, as applicable, to deliver all Revenues directly to the General Collection Account, which irrevocable written instruction shall be substantially in the form of the instruction letter attached hereto as Exhibit B-2 (a .pdf “Payor Direction Letter”), and (z) deposit all amounts received by Borrower or similar file the applicable Manager constituting Revenues into the General Collection Account within one (1) Business Day after receipt by Borrower or the applicable Manager, as applicable. During the continuance of any Cash Management Period during which the Management Condition is not satisfied for the Hotel Unit, Hotel Lessee shall, or shall cause Hotel Manager to, (1) deliver a Tenant Direction Letter (which may be revoked upon the satisfaction of the applicable Management Condition) to all Tenants under Leases with respect to the Hotel Unit to deliver all Revenues payable thereunder directly to the Hotel Collection Account, (y) deliver a Payor Direction Letter to all Payors with respect to the Hotel Unit to deliver all Revenues directly to the Hotel Collection Account, and (3) deposit all amounts received by Hotel Lessee or Hotel Manager constituting Revenues into the Hotel Collection Account within one (1) Business Day after receipt by Borrower or Hotel Manager, as applicable. Notwithstanding the foregoing provisions of this Section 5.1.2(c), once the applicable Management Condition is satisfied and for as long as such Management Condition remains satisfied, such Tenant Direction Letters and Payor Direction Letters may be revoked by the applicable Manager and the provisions of Section 5.1.2(b) shall apply with respect to the applicable Unit.
(d) Borrower shall, or shall cause Retail Manager to, (i) deliver a Tenant Direction Letter to all Tenants under Leases for all or any portion of the Retail Units, and (ii) deposit all amounts received by Borrower or Retail Manager constituting Revenues from the Retail Units into the Retail Collection Account within one (1) Business Day after receipt by Borrower or the Retail Manager, as applicable. If Borrower shall have executed a Lease for all or any portion of the Retail Units in accordance with this Agreement, Borrower shall send a copy of each Tenant Direction Letter then required to be sent by emailpursuant to this Section 5.1.2(d), together with reasonable evidence that the same has been sent, to Administrative Agent within ten (10) Business Days after Borrower’s receipt of a Responsible Officer temporary certificate of the Collateral Manager occupancy with respect to the Collateral Agent and Retail Units. Without the Collateral Administratorconsent of Administrative Agent, neither Borrower nor Retail Manager shall terminate, amend, revoke or modify any Tenant Direction Letter, or direct or cause any Tenant with respect to the Collateral Agent Retail Units to pay any amount constituting Revenues in any manner other than as provided in the related Tenant Direction Letter. Borrower shall, or shall otherwise cause Retail Manager to, and upon receipt of such instructions deposit all Distributable Proceeds payable to Borrower pursuant to the Collateral Agent shall, withdraw funds on deposit in Retail Management Agreement directly into the applicable General Collection Account representing Principal Proceeds as and remit when such funds as so directed by amounts are required to be paid to Borrower.
(e) To the Collateral Manager to meet the extent that Borrower, Hotel Lessee or any Person on Borrower’s funding obligations or Hotel Lessee’s behalf, holds any Revenues, whether in respect accordance with this Agreement or otherwise, (i) such amounts shall be deemed to be collateral for the Debt and shall be held in trust for the benefit of Delayed Drawdown Collateral Assets Administrative Agent, (ii) such amounts shall not be commingled with any other funds or Revolving Collateral Assetsproperty of Borrower or Hotel Lessee. Notwithstanding anything to the contrary contained herein or in any other Loan Document, and except as otherwise provided in Section 5.1.2(f) hereof, if Borrower or Hotel Lessee shall receive any amounts payable to Borrower or Hotel Lessee pursuant to any Management Agreement or otherwise from the Property, Borrower or Hotel Lessee, as applicable, shall deposit all such amounts received by Borrower or Hotel Lessee into the Collection Account within one (1) Business Day after receipt.
(f) Notwithstanding anything to the contrary contained herein or in any other Loan Document, prior to the date that the Hotel Collection Account has been established, if Borrower or Hotel Lessee shall receive any amounts payable to Borrower or Hotel Lessee pursuant to any Management Agreement or otherwise from the Property, Borrower or Hotel Lessee shall deposit all such amounts received by Borrower Hotel Lessee into the Cash Management Account within one (1) Business Day after receipt.
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Collection Accounts. (a) In accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall, on or prior to the Closing Date, establish at the Custodian three (3) Dollar-denominated segregated trust accounts in the name of the Borrower, one of which will be designated the “USD Pass-Through Collection Account”, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectively, the “USD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. On or after the date of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” The Lenders have established and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Collection Account. All Dollar-denominated distributions on the Collateral Assets and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in maintain the Collection Accounts pursuant to this Agreement shall be held on behalf of with the Collateral Agent as part of the Collateral and shall be applied to the purposes herein providedDepositary. The Borrower and the Collateral Manager Conduit Lender agree not that the Operating Agent shall, subject to acquire or contribute the terms of this Loan Agreement, have exclusive dominion and control of the Conduit Lender's Collection Account and of all monies, instruments and other property from time to time on deposit therein. The Borrower and the Committed Lender agree that the Administrative Agent shall, subject to the terms of this Loan Agreement, have exclusive dominion and control of the Committed Lender's Collection Account and of all monies, instruments and other property from time to time on deposit therein. The Lenders and the Agents may deposit into the Collection Account from time to time all monies, instruments and other property received by any Collateral Assets in an Eligible Currency other than Dollars until of them as proceeds of the applicable accounts are openedBorrower Collateral.
(bii) At If, for any time when reinvestment is permitted pursuant to Article Xreason, the Collateral Manager Depositary wishes to resign as depositary of the Collection Account or fails to carry out the instructions of the Operating Agent or the Administrative Agent, as applicable, then the Operating Agent or the Administrative Agent, as applicable, shall promptly notify the Lenders. None of the Lenders, the Operating Agent or the Administrative Agent shall close any Collection Account unless they shall have (A) established a new deposit account with the new Depositary, (B) the applicable Lender and the Administrative Agent or the Operating Agent have entered into an agreement covering such new account with such new Depositary satisfactory in all respects to the Administrative Agent (in the case of the Committed Lender's Collection Account) or the Operating Agent (in the case of the Conduit Lender's Collection Account) (whereupon such new account shall become the Collection Account of the applicable Lender for all purposes of this Loan Agreement and the other Related Documents), and (C) the Lenders, the Administrative Agent and the Operating Agent have taken all such action as the Administrative Agent or the Operating Agent shall require to grant and perfect a first priority Lien in such new Collection Account to the Administrative Agent on behalf of the Borrower (subject to compliance with Article X) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager Lenders and to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds (together with accrued interest received with regard to any Collateral Asset and Interest Proceeds but only to the extent used to pay for accrued interest on an additional Collateral Asset) and reinvest such funds in additional Collateral Assets in accordance with such instructions. If at any time the amount on deposit in the Unfunded Reserve Accounts is less than the Unfunded Reserve Required Amount, the Collateral Manager (on behalf of the Borrower) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to Conduit Lender under the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds and remit such funds as so directed by the Collateral Manager to meet the Borrower’s funding obligations in respect of Delayed Drawdown Collateral Assets or Revolving Collateral AssetsAgreement.
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Collection Accounts. The Borrower and its Subsidiaries shall cause the majority of their deposit, collection and other cash management accounts to be maintained with JPMorgan or an Affiliate thereof. The Borrower and its Subsidiaries shall cause all collections of Receivables constituting Collateral and all proceeds of Collateral to be directly deposited into collection accounts (a) In accordance with this Agreement and the Account Control Agreementsuch accounts, the Collateral Agent shall, on or prior to the Closing Date, establish at the Custodian three (3) Dollar-denominated segregated trust accounts in the name of the Borrower, one of which will be designated the “USD Pass-Through Collection Account”, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectively, the “USD Collection AccountAccounts”), which shall be . Collection Accounts maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which JPMorgan shall be subject to the Lien of the Collateral Agent. On or after the date of this Agreementaccount control agreements, in accordance with this Agreement form and substance acceptable to the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”)Agent, which grant the Agent control over and a first-priority perfected security interest in such Collection Accounts, including, without limitation, amounts and other items on deposit therein. Amounts and other items on deposit in Collection Accounts that are not maintained with JPMorgan or an Affiliate thereof shall be transferred at least once a week to one or more Collection Accounts maintained with JPMorgan or an Affiliate thereof. If any collections are received by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (togethera Subsidiary, the “EUR Collection Account”)or any other Person, which such collections shall be maintained deemed to have been received by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated such Subsidiary or such other Person in trust for the “GBP Interest Collection Account” (collectively with Agent, and, upon the USD Interest Collection AccountBorrower’s, such Subsidiary’s, or such other Person’s receipt thereof, the CAD Interest Collection Account and the EUR Interest Collection AccountBorrower shall (or shall cause such Subsidiary or other Person to) immediately remit all of such collections, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Accountin their original form, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the JPMorgan or an Affiliate thereof for deposit into a Collection Account. All Dollar-denominated distributions Following the occurrence and during the continuance of a Default, all amounts received by the Agent, all amounts on deposit in the Collateral Assets Collection Accounts, and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or all amounts constituting collections required to be deposited in into Collection Accounts shall be the applicable Unfunded Reserve Account pursuant to Section 8.05) to sole property of the USD Interest Collection Account or Agent for the USD Principal Collection Account, as applicable. For all non-Dollar currencies, benefit of the Collateral Agent Holders of Secured Obligations and shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds be deemed received by the Collateral Agent and identified as such by for application to the Collateral ManagerSecured Obligations pursuant to the terms of this Agreement. For all non-Dollar currenciesWith respect to any Collection Account described in this Section 6.25, the Collateral Agent Borrower and its Subsidiaries shall have 90 days from time to time deposit into the applicable Principal later of the Closing Date and the date on which such Collection Account promptly upon receipt thereof is opened or converted to cause such account to become subject to one of the aforementioned account control agreements. Notwithstanding the foregoing, or anything to the contrary in Section 2.11.1, at all Principal Proceeds times that (unless simultaneously reinvested i) no Default exists and (ii) Excess Availability equals or exceeds $300,000,000, amounts which are on deposit in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied released, in a manner mutually satisfactory to the purposes herein provided. The Borrower and the Collateral Manager agree not Agent, on a daily basis to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are opened.
(b) At any time when reinvestment is permitted pursuant to Article X, the Collateral Manager on behalf of the Borrower (subject to compliance with Article X) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds (together with accrued interest received with regard to any Collateral Asset and Interest Proceeds but only to the extent used to pay for accrued interest on an additional Collateral Asset) and reinvest such funds in additional Collateral Assets in accordance with such instructions. If at any time the amount on deposit in the Unfunded Reserve Accounts is less than the Unfunded Reserve Required Amount, the Collateral Manager (on behalf of the Borrower) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds and remit such funds as so directed by the Collateral Manager to meet the Borrower’s funding obligations in respect of Delayed Drawdown Collateral Assets or Revolving Collateral Assetsoperating accounts maintained with JPMorgan Chase Bank, National Association.
Appears in 1 contract
Sources: Credit Agreement (Tesoro Corp /New/)
Collection Accounts. The Borrower and its Subsidiaries shall cause the majority of their deposit, collection and other cash management accounts to be maintained with Bank One, NA or an Affiliate thereof. The Borrower and its Subsidiaries shall cause all collections of Receivables constituting Collateral and all proceeds of Collateral to be directly deposited into collection accounts (asuch accounts, "Collection Accounts") In accordance with this Agreement subject to account control agreements, in form and the Account Control Agreement, the Collateral Agent shall, on or prior substance acceptable to the Closing DateAgent, establish which grant the Agent control over and a first-priority perfected security interest in such collection accounts, including, without limitation, amounts and other items on deposit therein. Amounts and other items on deposit in Collection Accounts that are not maintained with Bank One, NA or an Affiliate thereof shall be transferred at the Custodian three (3) Dollar-denominated segregated trust accounts in the name of least once a week to one or more Collection Accounts maintained with Bank One, NA or an Affiliate thereof. If any collections are received by the Borrower, one of which will be designated the “USD Pass-Through Collection Account”a Subsidiary, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectivelyor any other Person, the “USD Collection Account”), which such collections shall be maintained deemed to have been received by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. On or after the date of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated such Subsidiary or such other Person in trust for the “EUR Interest Collection Account” and one of which designated Agent, and, upon the “EUR Principal Collection Account” (togetherBorrower's, such Subsidiary's, or such other Person's receipt thereof, the “EUR Collection Account”)Borrower shall (or shall cause such Subsidiary or other Person) to immediately remit all of such collections, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject their original form, to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the BorrowerAgent, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Bank One or an Affiliate thereof for deposit into a Collection Account. All Dollar-denominated distributions Following the occurrence and during the continuance of a Default, all amounts received by the Agent, all amounts on deposit in the Collateral Assets Collection Accounts, and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or all amounts constituting collections required to be deposited in into Collection Accounts shall be the applicable Unfunded Reserve Account pursuant to Section 8.05) to sole property of the USD Interest Collection Account or Agent for the USD Principal Collection Account, as applicable. For all non-Dollar currencies, benefit of the Collateral Agent Holders of Secured Obligations and shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds be deemed received by the Collateral Agent and identified as such by for application to the Collateral ManagerSecured Obligations pursuant to the terms of this Agreement. For all non-Dollar currenciesWith respect to any Collection Account described in this Section 6.25, the Collateral Agent Borrower and its Subsidiaries shall have 90 days from time to time deposit into the applicable Principal later of the Closing Date and the date on which such Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X is opened or required converted to be deposited in the applicable Unfunded Reserve Account pursuant cause such account to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time become subject to time in the Collection Accounts pursuant to this Agreement shall be held on behalf one of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are openedaforementioned account control agreements.
(b) At any time when reinvestment is permitted pursuant to Article X, the Collateral Manager on behalf of the Borrower (subject to compliance with Article X) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds (together with accrued interest received with regard to any Collateral Asset and Interest Proceeds but only to the extent used to pay for accrued interest on an additional Collateral Asset) and reinvest such funds in additional Collateral Assets in accordance with such instructions. If at any time the amount on deposit in the Unfunded Reserve Accounts is less than the Unfunded Reserve Required Amount, the Collateral Manager (on behalf of the Borrower) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds and remit such funds as so directed by the Collateral Manager to meet the Borrower’s funding obligations in respect of Delayed Drawdown Collateral Assets or Revolving Collateral Assets.
Appears in 1 contract
Sources: Credit Agreement (Tesoro Trading Co)
Collection Accounts. (a) In accordance with this Agreement Indenture and the applicable Securities Account Control AgreementAgreements, the Collateral Agent shallTrustee, on or prior to the Closing Date, will establish at the Custodian three six segregated accounts, one of which shall be designated the “Reinvesting Interest Collection Subaccount” and one of which shall be designated the “Reinvesting Principal Collection Subaccount” (3) Dollar-denominated segregated trust accounts which, together with the Reinvesting Interest Collection Subaccount, will comprise the “Reinvesting Collection Account”), each held in the name of the Borrower, one of which will be designated the “USD Pass-Through Collection AccountABPCI Direct Lending Fund CLO XIII Ltd”, one of which will shall be designated the “USD First Static Interest Collection AccountSubaccount” and one of which shall be designated the “USD First Static Principal Collection AccountSubaccount” (collectivelywhich, together with the First Static Interest Collection Subaccount, will comprise the “USD First Static Collection Account”), each held in the name of “ABPCI Direct Lending Fund CLO XIII First Static Subsidiary Ltd” and one of which shall be designated the “Second Static Interest Collection Subaccount” (together with the Reinvesting Interest Collection Subaccount and the First Static Interest Collection Subaccount, the “Interest Collection Subaccounts”) and one of which shall be designated the “Second Static Principal Collection Subaccount” (together with the Reinvesting Principal Collection Subaccount and the First Static Principal Collection Subaccount, the “Principal Collection Subaccounts”) (which, together with the Second Static Interest Collection Subaccount, will comprise the “Second Static Collection Account”) each held in the name of “ABPCI Direct Lending Fund CLO XIII Second Static Subsidiary Ltd”, each of which shall be subject to the lien of U.S. Bank Trust Company, National Association, as Trustee for the benefit of the Secured Parties, and each of which shall be maintained by the Borrower with the Custodian in accordance with the applicable Securities Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. On or after the date of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Collection Account. All Dollar-denominated distributions on the Collateral Assets and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are opened.
(b) At any time when reinvestment is permitted pursuant to Article X, the Collateral Manager on behalf of the Borrower (subject to compliance with Article X) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds (together with accrued interest received with regard to any Collateral Asset and Interest Proceeds but only to the extent used to pay for accrued interest on an additional Collateral Asset) and reinvest such funds in additional Collateral Assets in accordance with such instructions. If at any time the amount on deposit in the Unfunded Reserve Accounts is less than the Unfunded Reserve Required Amount, the Collateral Manager (on behalf of the Borrower) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds and remit such funds as so directed by the Collateral Manager to meet the Borrower’s funding obligations in respect of Delayed Drawdown Collateral Assets or Revolving Collateral Assets.Control
Appears in 1 contract
Collection Accounts. The Borrower and its Subsidiaries shall cause the majority of their deposit, collection and other cash management accounts to be maintained with JPMorgan or an Affiliate thereof. The Borrower and its Subsidiaries shall cause all collections of Receivables constituting Collateral and all proceeds of Collateral to be directly deposited into collection accounts (a) In accordance with this Agreement and the Account Control Agreementsuch accounts, the Collateral Agent shall, on or prior to the Closing Date, establish at the Custodian three (3) Dollar-denominated segregated trust accounts in the name of the Borrower, one of which will be designated the “USD Pass-Through Collection Account”, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectively, the “USD Collection AccountAccounts”), which shall be . Collection Accounts maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which JPMorgan shall be subject to the Lien of the Collateral Agent. On or after the date of this Agreementaccount control agreements, in accordance with this Agreement form and substance acceptable to the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”)Agent, which grant the Agent control over and a first-priority perfected security interest in such Collection Accounts, including, without limitation, amounts and other items on deposit therein. Amounts and other items on deposit in Collection Accounts that are not maintained with JPMorgan or an Affiliate thereof shall be transferred at least once a week to one or more Collection Accounts maintained with JPMorgan or an Affiliate thereof. If any collections are received by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (togethera Subsidiary, the “EUR Collection Account”)or any other Person, which such collections shall be maintained deemed to have been received by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated such Subsidiary or such other Person in trust for the “GBP Interest Collection Account” (collectively with Agent, and, upon the USD Interest Collection AccountBorrower’s, such Subsidiary’s, or such other Person’s receipt thereof, the CAD Interest Collection Account and the EUR Interest Collection AccountBorrower shall (or shall cause such Subsidiary or other Person to) immediately remit all of such collections, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Accountin their original form, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the JPMorgan or an Affiliate thereof for deposit into a Collection Account. All Dollar-denominated distributions Following the occurrence and during the continuance of a Default, all amounts received by the Agent, all amounts on deposit in the Collateral Assets Collection Accounts, and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or all amounts constituting collections required to be deposited in into Collection Accounts shall be the applicable Unfunded Reserve Account pursuant to Section 8.05) to sole property of the USD Interest Collection Account or Agent for the USD Principal Collection Account, as applicable. For all non-Dollar currencies, benefit of the Collateral Agent Holders of Secured Obligations and shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds be deemed received by the Collateral Agent and identified as such by for application to the Collateral ManagerSecured Obligations pursuant to the terms of this Agreement. For all non-Dollar currenciesWith respect to any Collection Account described in this Section 6.25, the Collateral Agent Borrower and its Subsidiaries shall have ninety (90) days from time to time deposit into the applicable Principal later of the Closing Date and the date on which such Collection Account promptly upon receipt thereof is opened or converted to cause such account to become subject to one of the aforementioned account control agreements. Notwithstanding the foregoing, or anything to the contrary in Section 2.11.1, at all Principal Proceeds times that (unless simultaneously reinvested i) no Default exists and (ii) Excess Availability equals or exceeds $300,000,000, amounts which are on deposit in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied released, in a manner mutually satisfactory to the purposes herein provided. The Borrower and the Collateral Manager agree not Agent, on a daily basis to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are opened.
(b) At any time when reinvestment is permitted pursuant to Article X, the Collateral Manager on behalf of the Borrower (subject to compliance with Article X) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds (together with accrued interest received with regard to any Collateral Asset and Interest Proceeds but only to the extent used to pay for accrued interest on an additional Collateral Asset) and reinvest such funds in additional Collateral Assets in accordance with such instructions. If at any time the amount on deposit in the Unfunded Reserve Accounts is less than the Unfunded Reserve Required Amount, the Collateral Manager (on behalf of the Borrower) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds and remit such funds as so directed by the Collateral Manager to meet the Borrower’s funding obligations in respect of Delayed Drawdown Collateral Assets or Revolving Collateral Assetsoperating accounts maintained with JPMorgan Chase Bank, National Association.
Appears in 1 contract
Sources: Credit Agreement (Tesoro Corp /New/)
Collection Accounts. (ai) In accordance with this Agreement and On or before the Account Control AgreementDate, the Collateral Agent shall, on or prior to Seller has established the Closing Date, establish at the Custodian three (3) Dollar-denominated segregated trust accounts in the name of the Borrower, one of which will be designated the “USD Pass-Through Collection Account”, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectively, the “USD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be Accounts subject to a fully executed Collection Account Agreement. The Seller agrees that the Lien of the Collateral Agent. On or after the date of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Purchaser Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name have exclusive dominion and control of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated the “EUR Interest Collection Account” and one of which designated the “EUR Principal Collection Account” (together, the “EUR Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the Borrower, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest each Collection Account and the EUR Interest Collection Accountall monies, the “Interest Collection Account”) instruments and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Collection Account. All Dollar-denominated distributions on the Collateral Assets and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) to the USD Interest Collection Account or the USD Principal Collection Account, as applicable. For all non-Dollar currencies, the Collateral Agent shall other property from time to time on deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds received by the Collateral Agent and identified as such by the Collateral Manager. For all non-Dollar currencies, the Collateral Agent shall from time to time deposit into the applicable Principal Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X or required to be deposited in the applicable Unfunded Reserve Account pursuant to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time to time in the Collection Accounts pursuant to this Agreement shall be held on behalf of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein provided. The Borrower and the Collateral Manager agree not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are openedtherein.
(bii) At The Seller (or the Servicer on Seller’s behalf) shall cause all Lockbox Processors on a daily basis to process all funds and items of payment received in each Lockbox to be automatically deposited in or credited to a Collection Account. The Collection Account Bank has been instructed by the Seller and the Servicer to automatically transfer all collected and available funds on deposit in any time when reinvestment is permitted pursuant to Article X, the Collateral Manager on behalf of the Borrower (subject to compliance with Article X) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager Intermediate Collection Account to the Collateral Agent Concentration Collection Account and the Collateral Administrator, direct the Collateral Agent to, all collected and upon receipt of such instructions the Collateral Agent shall, withdraw available funds on deposit in the applicable Concentration Collection Account representing Principal Proceeds (together with accrued interest received with regard to any Collateral Asset and Interest Proceeds but only from the Concentration Collection Account to the extent used Agent Account, in each case on a daily basis.
(iii) If, for any reason, the Collection Account Agreement relating to pay for accrued interest on an additional Collateral Asset) a Collection Account terminates or the Collection Account Bank fails to comply with its obligations under such Collection Account Agreement, then the Seller shall promptly notify the Purchaser Agent thereof and reinvest the Seller, the Servicer or the Purchaser Agent, as the case may be, shall instruct all Obligors who had previously been instructed to make wire payments to a Collection Account maintained at any such funds in additional Collateral Assets Collection Account Bank to make all future payments to a new Collection Account in accordance with this Section 6.01(b)(iii). The Seller shall not close any Collection Account unless it shall have (A) received the prior written consent of the Purchaser Agent, (B) established a new account with the same Collection Account Bank or with a new depositary institution satisfactory to the Purchaser Agent, (C) entered into an agreement covering such instructions. If at any time the amount on deposit new account with such Collection Account Bank or with such new depositary institution substantially in the Unfunded Reserve Accounts form of the Collection Account Agreement or that is less than satisfactory in all respects to the Unfunded Reserve Required AmountPurchaser Agent (whereupon, for all purposes of this Agreement and the other Related Documents, such new account shall become a Collection Account, such new agreement shall become a Collection Account Agreement and any new depositary institution shall become the Collection Account Bank), and (D) taken all such action as the Purchaser Agent shall reasonably require to perfect a first priority security interest in such new Collection Account to the Purchaser under Section 7.01 of this Agreement. Except as permitted by this Section 6.01(b), the Collateral Manager (on behalf Seller shall not, and shall not permit the Servicer to open a new Collection Account without the prior written consent of the Borrower) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Purchaser Agent and the Collateral Administrator, direct Seller having entered into an agreement covering such new account with the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit Collection Account Bank or with a new depositary institution substantially in the applicable form of the Collection Account representing Principal Proceeds Agreement or that is satisfactory in all respects to the Purchaser Agent (whereupon, for all purposes of this Agreement and remit the other Related Documents, such funds as so directed by new account shall become a Collection Account, such new agreement shall become a Collection Account Agreement and any new depositary institution shall become the Collateral Manager to meet the Borrower’s funding obligations in respect of Delayed Drawdown Collateral Assets or Revolving Collateral AssetsCollection Account Bank).
Appears in 1 contract
Sources: Receivables Purchase Agreement (Univision Communications Inc)
Collection Accounts. The Borrower and its Subsidiaries shall cause the majority of their deposit, collection and other cash management accounts to be maintained with Bank One, NA or an Affiliate thereof. The Borrower and its Subsidiaries shall cause all collections of Receivables constituting Collateral and all proceeds of Collateral to be directly deposited into collection accounts (asuch accounts, "Collection Accounts") In accordance with this Agreement subject to account control agreements, in form and the Account Control Agreement, the Collateral Agent shall, on or prior substance acceptable to the Closing DateAgent, establish which grant the Agent control over and a first-priority perfected security interest in such collection accounts, including, without limitation, amounts and other items on deposit therein. Amounts and other items on deposit in Collection Accounts that are not maintained with Bank One, NA or an Affiliate thereof shall be transferred at the Custodian three (3) Dollar-denominated segregated trust accounts in the name of least once a week to one or more Collection Accounts maintained with Bank One, NA or an Affiliate thereof. If any collections are received by the Borrower, one of which will be designated the “USD Pass-Through Collection Account”a Subsidiary, one of which will be designated the “USD Interest Collection Account” and one of which designated the “USD Principal Collection Account” (collectivelyor any other Person, the “USD Collection Account”), which such collections shall be maintained deemed to have been received by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. On or after the date of this Agreement, in accordance with this Agreement and the Account Control Agreement, the Collateral Agent shall establish at the Custodian (i) two (2) CAD-denominated accounts in the name of Borrower, one of which will be designated the “CAD Interest Collection Account” and one of which designated the “CAD Principal Collection Account” (together, the “CAD Collection Account”), which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent, (ii) two (2) EUR-denominated accounts in the name of the Borrower, one of which will be designated such Subsidiary or such other Person in trust for the “EUR Interest Collection Account” and one of which designated Agent, and, upon the “EUR Principal Collection Account” (togetherBorrower's, such Subsidiary's, or such other Person's receipt thereof, the “EUR Collection Account”)Borrower shall (or shall cause such Subsidiary or other Person) to immediately remit all of such collections, which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject their original form, to the Lien of the Collateral Agent and (iii) two (2) GBP-denominated accounts in the name of the BorrowerAgent, one of which will be designated the “GBP Interest Collection Account” (collectively with the USD Interest Collection Account, the CAD Interest Collection Account and the EUR Interest Collection Account, the “Interest Collection Account”) and one of which designated the “GBP Principal Collection Account” (together with the GBP Interest Collection Account, the “GBP Collection Account”; collectively with the USD Principal Collection Account, the CAD Principal Collection Account and the EUR Principal Collection Account, the “Principal Collection Account”) which shall be maintained by the Borrower with the Custodian in accordance with the Account Control Agreement and which shall be subject to the Lien of the Collateral Agent. The USD Pass-Through Collection Account, Interest Collection Account and the Principal Collection Account shall collectively be the “Collection Account”. In accordance with the Account Control Agreement, the Collateral Agent shall provide notice to the Borrower, the Collateral Manager and the Administrative Agent upon the opening of each of the non-Dollar accounts comprising the Bank One or an Affiliate thereof for deposit into a Collection Account. All Dollar-denominated distributions Following the occurrence and during the continuance of a Default, all amounts received by the Agent, all amounts on deposit in the Collateral Assets Collection Accounts, and any Dollar-denominated proceeds received from the disposition of any Collateral Assets will be remitted to the USD Pass-Through Collection Account and upon identification as Interest Proceeds or Principal Proceeds shall be promptly withdrawn from the USD Pass-Through Collection Account and deposited (unless such Principal Proceeds are simultaneously reinvested in additional Collateral Assets in accordance with Article X or all amounts constituting collections required to be deposited in into Collection Accounts shall be the applicable Unfunded Reserve Account pursuant to Section 8.05) to sole property of the USD Interest Collection Account or Agent for the USD Principal Collection Account, as applicable. For all non-Dollar currencies, benefit of the Collateral Agent Holders of Secured Obligations and shall from time to time deposit into the applicable Interest Collection Account promptly upon receipt thereof all Interest Proceeds be deemed received by the Collateral Agent and identified as such by for application to the Collateral ManagerSecured Obligations pursuant to the terms of this Agreement. For all non-Dollar currenciesWith respect to any Collection Account described in this Section 6.25, the Collateral Agent Borrower and its Subsidiaries shall have 90 days from time to time deposit into the applicable Principal later of the Closing Date and the date on which such Collection Account promptly upon receipt thereof all Principal Proceeds (unless simultaneously reinvested in additional Collateral Assets in accordance with Article X is opened or required converted to be deposited in the applicable Unfunded Reserve Account pursuant cause such account to Section 8.05) received by the Collateral Agent and identified as such by the Collateral Manager. All funds deposited from time become subject to time in the Collection Accounts pursuant to this Agreement shall be held on behalf one of the Collateral Agent as part of the Collateral and shall be applied to the purposes herein providedaforementioned account control agreements. The Borrower and the Collateral Manager agree Pre-Funded Letter of Credit Account shall not to acquire or contribute any Collateral Assets in an Eligible Currency other than Dollars until the applicable accounts are openedconstitute a Collection Account.
(b) At any time when reinvestment is permitted pursuant to Article X, the Collateral Manager on behalf of the Borrower (subject to compliance with Article X) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds (together with accrued interest received with regard to any Collateral Asset and Interest Proceeds but only to the extent used to pay for accrued interest on an additional Collateral Asset) and reinvest such funds in additional Collateral Assets in accordance with such instructions. If at any time the amount on deposit in the Unfunded Reserve Accounts is less than the Unfunded Reserve Required Amount, the Collateral Manager (on behalf of the Borrower) may, by delivery of written instructions (which may be a .pdf or similar file sent by email) of a Responsible Officer of the Collateral Manager to the Collateral Agent and the Collateral Administrator, direct the Collateral Agent to, and upon receipt of such instructions the Collateral Agent shall, withdraw funds on deposit in the applicable Collection Account representing Principal Proceeds and remit such funds as so directed by the Collateral Manager to meet the Borrower’s funding obligations in respect of Delayed Drawdown Collateral Assets or Revolving Collateral Assets.
Appears in 1 contract