Collection Accounts. (a) Assignors shall promptly deposit or have deposited all Operating Income into the Collection Accounts. Assignors shall not commingle the accounts for the collection of income or other items for the benefit of any of their respective Subsidiaries (other than the other Assignors) with the accounts for the collection of the Operating Income. (b) No Assignor shall, without the prior written consent of Agent, close, replace or move any of the Collection Accounts, or maintain or have maintained by any other Person for it (including without limitation any Manager) for the collection of Operating Income other than an a Collection Account, which consent shall not be unreasonably withheld. In the event that Agent consents to the opening of a new or replacement Collection Account, the applicable Assignor shall cause the applicable Account Depository Bank (if not KeyBank) to execute and deliver to Agent such reasonable documents as Agent may require to reflect such Assignor’s obligations under this Agreement including, without limitation, a Special Deposit Agreement in the event that KeyBank is not the depository bank. (c) The Collection Accounts have been established, and shall be maintained, at the Account Depository Banks in such a manner that Agent shall have “control” (within the meaning of Section 9-104(a) of the UCC) over the Collection Accounts, and this Agreement shall be deemed to be a control agreement for all purposes of Section 9-104 of the UCC. Notwithstanding anything to the contrary contained herein, from and after receiving notice from Agent that a Sweep Period has commenced, Depository shall comply with all instructions issued by Agent directing the disposition of funds in the Collection Account maintained at Depository without further consent by any Assignor or any other Person. From and after receiving notice from Agent that a Sweep Period has commenced, Depository shall not honor any request of any Assignor or any other Person for the withdrawal, transfer or other disposition of any funds, investment property or other assets on deposit or credited to the Collection Accounts at Depository without Agent’s express prior written consent. Notwithstanding anything to the contrary contained herein, if at any time Depository shall receive conflicting instructions from the Agent and any Assignor, Depository shall follow the instructions of the Agent and not such Assignor. Depository has not entered into, and will not without Agent’s express prior written consent enter into, any agreement or understanding with any other Person relating to the Collection Accounts at Depository. For purposes of perfecting Agent’s security interest in the Collection Accounts, Depository confirms that any property held by it is held as agent for Agent. (d) Agent agrees that it shall not exercise its rights hereunder to notify Depository that a Sweep Period has commenced unless and until an Event of Default has occurred. Upon Agent’s acceptance of the cure of an Event of Default, Agent shall notify Depository that a Sweep Period has ended unless otherwise agreed to in writing.
Appears in 1 contract
Collection Accounts. (a) Assignors shall promptly deposit or have deposited all Operating Income into With respect to Collections and the Collection Accounts. Assignors shall not commingle :
(i) the accounts for Seller has caused the collection Originator and the Collection Agent to instruct all Obligors to pay all Collections directly to a Lock-Box; provided that Obligors may elect to make payments at a store location of income the Originator;
(ii) the Originator has agreed to cause each of its stores (A) to deposit all In-Store Collections with a local bank within one Business Day of its receipt thereof, and (B) on the same day as such deposit, to initiate a remittance to the Concentration Account (through the automated clearinghouse system or other items for by wire transfer) of all such In-Store Collections; the benefit Originator has agreed to remit to the “Sub-Servicer” under the Transfer Agreement, on the date of receipt of any such In-Store Collections in the Concentration Account, all of their respective Subsidiaries such Collections; the Seller agrees to cause such Sub-Servicer thereupon to remit the same to the Collection Agent (other than or shall disburse the other Assignors) same in the manner and to such Persons as the Collection Agent shall otherwise direct in accordance with the accounts for terms and provisions of this Agreement); and the collection of the Operating Income.
(b) No Assignor shall, without the prior written consent of Collection Agent, close, replace or move if it receives any of the same, shall apply such Collections in accordance with Article VI and the other terms and provisions of this Agreement; provided, however, that neither the Seller nor the Originator shall be in breach of its obligations under clause (A) above if an amount not to exceed 5% of the aggregate In-Store Collections during any month shall fail to be deposited within one Business Day of the receipt thereof so long as all such In-Store Collections are deposited within two Business Days of receipt;
(iii) all Collections in the Lock-Boxes are deposited, on the same Business Day received, directly into a Lock-Box Account and subsequently (within one Business Day after such deposit) transferred to the Concentration Account and the Seller shall thereupon make the same available to the Collection AccountsAgent for application in accordance with Article VI and the other terms and provisions of this Agreement;
(iv) all Lock-Boxes, or maintain or have maintained by any other Person for it Lock-Box Accounts and Concentration Accounts as of the date hereof, together with the account numbers thereof and the names and addresses of all banks maintaining the same, are listed on Exhibit III and, with respect to each Collection Account established after the date hereof, the Seller has provided notice thereof to the Agent and otherwise complied with all requirements set forth in Section 5.2(b) with respect thereto;
(including without limitation any Managerv) for the collection a Collection Account Agreement in respect of Operating Income other than an a each Collection Account, which consent shall not be unreasonably withheld. In in the event that Agent consents to appropriate form, has been duly executed and delivered by the opening of a new or replacement applicable Collection AccountBank, the applicable Assignor shall cause Originator, the applicable Account Depository Bank (if not KeyBank) to execute Seller and deliver to Agent such reasonable documents as Agent may require to reflect such Assignor’s obligations under this Agreement including, without limitation, a Special Deposit Agreement in the event that KeyBank is not the depository bank.
(c) The Collection Accounts have been established, and shall be maintained, at the Account Depository Banks in such a manner that Agent shall have “control” (within the meaning of Section 9-104(a) of the UCC) over the Collection Accounts, and this Agreement shall be deemed to be a control agreement for all purposes of Section 9-104 of the UCC. Notwithstanding anything to the contrary contained herein, from and after receiving notice from Agent that a Sweep Period has commenced, Depository shall comply with all instructions issued by Agent directing the disposition of funds in the Collection Account maintained at Depository without further consent by any Assignor or any other Person. From and after receiving notice from Agent that a Sweep Period has commenced, Depository shall not honor any request of any Assignor or any other Person for the withdrawal, transfer or other disposition of any funds, investment property or other assets on deposit or credited to the Collection Accounts at Depository without Agent’s express prior written consent. Notwithstanding anything to the contrary contained herein, if at any time Depository shall receive conflicting instructions from the Agent and any Assignor, Depository shall follow the instructions of the Agent such Collection Account Agreement remains in full force and not such Assignor. Depository has not entered into, and will not without Agent’s express prior written consent enter into, any agreement or understanding with any other Person relating to the Collection Accounts at Depository. For purposes of perfecting Agent’s security interest in the Collection Accounts, Depository confirms that any property held by it is held as agent for Agenteffect.
(d) Agent agrees that it shall not exercise its rights hereunder to notify Depository that a Sweep Period has commenced unless and until an Event of Default has occurred. Upon Agent’s acceptance of the cure of an Event of Default, Agent shall notify Depository that a Sweep Period has ended unless otherwise agreed to in writing.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Bon Ton Stores Inc)
Collection Accounts. (a) Assignors Each of the parties hereto hereby ------------------- agrees that all Collections received on account of Purchased Property shall promptly deposit be paid or delivered to the Trustee for application in accordance with Section 2.3(b) and all Collections received on account of Unsold Receivables shall be paid or delivered to the Credit Lenders' Agent for application in accordance with Section 2.3(a). For the purpose of determining whether specific Collections have deposited been received on account of Purchased Property or on account of Unsold Receivables, the parties agree as follows:
(i) All payments made by an Obligor which at the time of the making of such payment is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of Purchased Receivables and all Operating Income into payments made by an Obligor which at the Collection Accounts. Assignors time of the making of such payment is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall not commingle be conclusively presumed to be payments on account of Unsold Receivables.
(ii) all payments made by an Obligor which at the accounts for time of the collection making of income such payment is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice (or other items for otherwise identified by such Obligor in a writing delivered with such payment) as the benefit Receivables with respect to which such payments should be applied; provided that where any Obligor makes payment and designates the applicable invoices of any a group of their respective Subsidiaries (other two or more Receivables to which such payment shall be applied and such payment is in an amount less than the other Assignors) with aggregate Outstanding Balance of such Receivables, such payment shall be applied pro rata to all such Receivables; provided further, that in the accounts for absence of such designation after reasonable efforts by the collection of Originator to obtain such designation, such payments shall be applied against the Operating Incomeoutstanding Receivables in the order in which they were created, in any case to the extent such Receivables or portions thereby owed by such Obligor are not in dispute.
(b) No Assignor shallSubject to the terms and conditions of this Section 2.4(b), without the prior written consent of Trustee, the Securitization Company Agent, closethe Liquidity Agent, replace the Liquidity Providers and the Receivables Purchaser agree that the Trustee and the Series Representative shall transfer dominion and control over the Lockboxes, Lockbox Accounts, the Special Funding Account and Collection Account to the Credit Lenders' Agent upon the earlier of the following events: (i) the Purchaser Claims have been satisfied in full and the Purchaser Documents have terminated, and (ii) such earlier date as the Trustee, the Securitization Company Agent, the Liquidity Agent, the Credit Agent and the Credit Lenders may hereafter unanimously agree to in writing. Any such transfer shall be without representation, recourse or move warranty of any kind on the part of the Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers and the Receivables Purchaser. Notwithstanding any such transfer, all Collections subsequently deposited into the Collection Accounts, the Special Funding Account or maintain or have maintained by any other Person for it (including without limitation any Manager) for the collection Lockbox Account on account of Operating Income other than an a Collection Account, which consent the Purchased Property shall not be unreasonably withheld. In the event that Agent consents delivered to the opening Trustee as provided in Section 2.4(a). The Credit Lenders and Credit Lenders' Agent agree that, at the time of a new or replacement Collection Accountsuch transfer, the applicable Assignor Credit Lenders and Credit Lenders' Agent shall cause take such steps as may be reasonably requested by the applicable Account Depository Bank Trustee, the Securitization Company Agent, the Liquidity Agent, the Liquidity Providers or the Receivables Purchaser (if not KeyBank) to execute and deliver to Agent such reasonable documents as Agent may require to reflect such Assignor’s obligations under this Agreement including, without limitation, a Special Deposit Agreement notification to the banks at which Collection Accounts are maintained and the Lockbox Banks of the continuing interest, if any, in the event that KeyBank is not Collection Accounts and the depository bankLockbox Account) to maintain perfection of the Trustee's interest in the Collections on account of the Purchased Property.
(c) The Collection Accounts have been establishedIn order to effect more fully the provisions of this Agreement, and shall be maintained, at the Account Depository Banks in such a manner that Agent shall have “control” (within the meaning of Section 9-104(a) each of the UCC) over parties hereto agrees that subject to the Collection Accounts, and this Agreement shall be deemed to be a control agreement for all purposes of Section 9-104 Credit Security Interest of the UCC. Notwithstanding anything Credit Lenders or the Credit Lenders' Agent in any Unsold Receivables, during an Enforcement Period, each of the parties hereto shall not send any notices to the contrary contained herein, from and after receiving notice from Agent that a Sweep Period has commenced, Depository shall comply with all instructions issued by Agent Obligors directing the disposition of funds in the Collection Account maintained at Depository without further consent by any Assignor or any other Person. From and after receiving notice from Agent that a Sweep Period has commenced, Depository shall not honor any request them to remit Collections of any Assignor or any Receivables other Person for the withdrawal, transfer or other disposition of any funds, investment property or other assets on deposit or credited than to the Collection Accounts at Depository without Agent’s express prior written consent. Notwithstanding anything to the contrary contained herein, if at any time Depository shall receive conflicting instructions from the Agent and any Assignor, Depository shall follow the instructions of the Agent and not such Assignor. Depository has not entered into, and will not without Agent’s express prior written consent enter into, any agreement or understanding with any other Person relating to the Collection Accounts at Depository. For purposes of perfecting Agent’s security interest in the Collection Lockbox Accounts, Depository confirms that any property held by it is held as agent for Agent.
(d) The Credit Lenders' Agent agrees that it shall not, at any time prior to Enforcement, exercise any rights it may have under the Loan Documents to take any actions regarding remedies with respect to Purchased Property, including but not exercise its rights hereunder limited to notify Depository that a Sweep Period has commenced unless and until an Event of Default has occurred. Upon Agent’s acceptance sending any notices to Obligors (i) informing them of the cure Credit Lenders' interest in the Receivables, or (ii) directing such Obligors to make payments in any particular manner of any amounts due under the Receivables; the Credit Lenders' Agent further agrees that it shall not take any of the foregoing actions during Enforcement or prior to one year and one day after the latest of payment in full of the Purchaser Claims and the termination of the Purchaser Documents except that the Credit Lenders' Agent may inform any Obligors of Unsold Receivables that such Unsold Receivables have been assigned to the Credit Lenders' Agent so long as such notices expressly state that all payments on account of such Receivables shall continue to be made to the Lockbox Accounts. The Credit Lenders' Agent further agrees that, prior to one year and one day after the latest of payment in full of the Purchaser Claims and the termination of the Purchaser Documents, if it receives payments directly from any Obligor on account of an Event Unsold Receivable, it shall immediately forward such payment to the Trustee in order that such agent may determine whether such payment was, in fact, properly allocated to such Unsold Receivable in accordance with the terms of Defaultthis Section 2.4 and, Agent shall notify Depository that a Sweep Period has ended unless otherwise agreed if necessary pursuant to in writingthe terms hereof, reallocate such payment.
Appears in 1 contract
Collection Accounts. (a) Assignors shall promptly deposit or have The Indenture Trustee hereby acknowledges that, subject to Section 2.7 below, Collections of Unsold Assets which are deposited all Operating Income into in the Collection Accounts. Assignors Accounts shall not commingle constitute Warehouse Collateral, and the accounts for Indenture Trustee has no claim to such Collections as they are not property of ALER or the collection of income or other items for the benefit of any of their respective Subsidiaries (other than the other Assignors) with the accounts for the collection of the Operating IncomeIssuer.
(b) No Assignor shallThe OpCo Agent hereby acknowledges that, without subject to Section 2.7 below, Collections of Transferred Assets which are deposited in the prior written consent of Agent, close, replace or move any of the Collection Accounts, or maintain or have maintained by any other Person for it (including without limitation any Manager) for the collection of Operating Income other than an a Collection Account, which consent OpCo Lockbox Account shall not be unreasonably withheld. In constitute OpCo Collateral, and the event that OpCo Agent consents has no claim to the opening of a new or replacement Collection Account, the applicable Assignor shall cause the applicable Account Depository Bank (if not KeyBank) to execute and deliver to Agent such reasonable documents as Agent may require to reflect such Assignor’s obligations under this Agreement including, without limitation, a Special Deposit Agreement in the event that KeyBank is not the depository bankCollections.
(c) The Collection Accounts have been established, and shall be maintained, at the Account Depository Banks in such a manner that Agent shall have “control” (within the meaning of Section 9-104(a) of the UCC) over the Collection Accounts, and this Agreement shall be deemed to be a control agreement for all purposes of Section 9-104 of the UCC. Notwithstanding anything to the contrary contained herein, from and after receiving notice from Agent that a Sweep Period has commenced, Depository shall comply with all instructions issued by Agent directing the disposition of funds in the Collection Account maintained at Depository without further consent by any Assignor or any other Person. From and after receiving notice from Agent that a Sweep Period has commenced, Depository shall not honor any request of any Assignor or any other Person for the withdrawal, transfer or other disposition of any funds, investment property or other assets on deposit or credited to the Collection Accounts at Depository without Agent’s express prior written consent. Notwithstanding anything to the contrary contained herein, if at any time Depository shall receive conflicting instructions from the Agent and any Assignor, Depository shall follow the instructions of the Agent and not such Assignor. Depository has not entered into, and will not without Agent’s express prior written consent enter into, any agreement or understanding with any other Person relating to the Collection Accounts at Depository. For purposes of perfecting Agent’s security interest in the Collection Accounts, Depository confirms that any property held by it is held as agent for Agent.
(d) OpCo Agent agrees that it shall not not, at any time prior to Enforcement, exercise its any rights hereunder it may have under the OpCo Loan Documents to notify Depository that a Sweep Period has commenced unless and until an Event of Default has occurred. Upon Agent’s acceptance send any notices to Obligors (i) informing them of the cure OpCo Agent's interest, if any, in the Transferred Assets, or (ii) directing such Obligors to make payments in any particular manner of any amounts due under the Transferred Assets; the OpCo Agent further agrees that it shall not take any of the foregoing actions during Enforcement prior to the later of payment in full of the Outstanding Obligations and the termination of the Basic Documents, except that the OpCo Agent may inform any Obligors of Unsold Assets that such Unsold Assets have been pledged to the OpCo Agent. Subject to Section 2.7 below, the OpCo Agent hereby agrees to return reasonably promptly to the Collection Accounts funds which are reasonably identified to the OpCo Agent by the Servicer (through supporting documentation) to constitute proceeds of the Warehouse Collateral. Subject to Section 2.7 below, the Indenture Trustee hereby agrees to return reasonably promptly to the applicable Originator funds received by the Indenture Trustee which are reasonably identified to the Indenture Trustee by the Servicer (through supporting documentation) to constitute proceeds of an Event of Default, Unsold Asset constituting OpCo Collateral (including such funds received in the Collection Accounts); provided that if the OpCo Agent shall so request in a written notice to the Indenture Trustee delivered at any time after delivery of an Enforcement Notice exists and is continuing, the Indenture Trustee shall transfer such funds to the OpCo Lockbox Account instead of returning them to an Originator. The OpCo Agent agrees that, prior to the later of payment in full of the Outstanding Obligations and the termination of the Basic Documents, if it receives payments directly from any Obligor on account of an Unsold Asset, it shall promptly notify Depository the Indenture Trustee and the Servicer in order that a Sweep Period has ended unless otherwise agreed the Servicer may determine whether such payment was, in fact, properly allocated to such Unsold Asset in writingaccordance with the terms of this Section 2.3, and if the Servicer shall have reasonably identified (through supporting documentation) to the OpCo Agent that such payment was not properly allocated to such Unsold Asset, the OpCo Agent hereby agrees to return reasonably promptly such payment by wire transfer to the applicable Collection Account.
Appears in 1 contract
Collection Accounts. (ai) Assignors shall promptly deposit or have deposited all Operating Income into The Seller has established the Collection AccountsAccounts subject to a fully executed Collection Account Agreement. Assignors The Seller agrees that the Purchaser Agent shall not commingle the accounts for the collection have exclusive dominion and control of income or each Collection Account and all monies, instruments and other items for the benefit of any of their respective Subsidiaries (other than the other Assignors) with the accounts for the collection of the Operating Incomeproperty from time to time on deposit therein.
(bii) No Assignor shallThe 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 Intermediate Collection Account to the Concentration Collection Account and all collected and available funds on deposit in the Concentration Collection Account from the Concentration Collection Account to the Agent Account, in each case on a daily basis.
(iii) If, for any reason, the Collection Account Agreement relating to 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 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 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 new account with such Collection Account Bank or with such new depositary institution substantially in the form of the Collection Account Agreement or that is satisfactory in all respects to the Purchaser 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 Seller shall not, and shall not permit the Servicer to open a new Collection Account without the prior written consent of Agent, close, replace the Purchaser Agent and the Seller having entered into an agreement covering such new account with the Collection Account Bank or move any with a new depositary institution substantially in the form of the Collection AccountsAccount Agreement or that is satisfactory in all respects to the Purchaser Agent (whereupon, or maintain or have maintained by any for all purposes of this Agreement and the other Person for it (including without limitation any Manager) for the collection of Operating Income other than an Related Documents, such new account shall become a Collection Account, which consent such new agreement shall not be unreasonably withheld. In the event that Agent consents to the opening of become a Collection Account Agreement and any new or replacement Collection Account, the applicable Assignor depositary institution shall cause the applicable Account Depository Bank (if not KeyBank) to execute and deliver to Agent such reasonable documents as Agent may require to reflect such Assignor’s obligations under this Agreement including, without limitation, a Special Deposit Agreement in the event that KeyBank is not the depository bank.
(c) The Collection Accounts have been established, and shall be maintained, at the Account Depository Banks in such a manner that Agent shall have “control” (within the meaning of Section 9-104(a) of the UCC) over the Collection Accounts, and this Agreement shall be deemed to be a control agreement for all purposes of Section 9-104 of the UCC. Notwithstanding anything to the contrary contained herein, from and after receiving notice from Agent that a Sweep Period has commenced, Depository shall comply with all instructions issued by Agent directing the disposition of funds in become the Collection Account maintained at Depository without further consent by any Assignor or any other Person. From and after receiving notice from Agent that a Sweep Period has commenced, Depository shall not honor any request of any Assignor or any other Person for the withdrawal, transfer or other disposition of any funds, investment property or other assets on deposit or credited to the Collection Accounts at Depository without Agent’s express prior written consent. Notwithstanding anything to the contrary contained herein, if at any time Depository shall receive conflicting instructions from the Agent and any Assignor, Depository shall follow the instructions of the Agent and not such Assignor. Depository has not entered into, and will not without Agent’s express prior written consent enter into, any agreement or understanding with any other Person relating to the Collection Accounts at Depository. For purposes of perfecting Agent’s security interest in the Collection Accounts, Depository confirms that any property held by it is held as agent for AgentBank).
(d) Agent agrees that it shall not exercise its rights hereunder to notify Depository that a Sweep Period has commenced unless and until an Event of Default has occurred. Upon Agent’s acceptance of the cure of an Event of Default, Agent shall notify Depository that a Sweep Period has ended unless otherwise agreed to in writing.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Univision Holdings, Inc.)
Collection Accounts. (a) Assignors shall promptly Each deposit or have deposited all Operating Income into the Collection Accounts. Assignors shall not commingle the accounts for the collection of income or other items for the benefit of any of their respective Subsidiaries account (other than Excluded Deposit Accounts, unless otherwise requested by the other AssignorsFirst Lien Debt Agent) which receives any proceeds of Collateral shall be maintained by Credit Parties pursuant to lockbox and blocked account arrangements acceptable to Administrative Agent (each such account, a “Collection Account” and collectively, the “Collection Accounts”) with the accounts for the collection of the Operating Income.
BofA or such other banks as may be selected by Credit Parties and be acceptable to Administrative Agent (b) No Assignor shall, without the prior written consent of Agent, close, replace or move any of the Collection Accounts, or maintain or have maintained by any other Person for it (including without limitation any Manager) for the collection of Operating Income other than an each bank maintaining a Collection Account, which consent shall not be unreasonably withhelda “Collection Bank” and collectively, the “Collection Banks”). In the event that Agent consents Subject to the opening terms of a new or replacement Collection Accountthe Intercreditor Agreement, all such blocked account arrangements shall provide for the applicable Assignor shall cause Administrative Agent’s and the applicable Account Depository Bank (if not KeyBank) to execute and deliver to Agent such reasonable documents as Agent may require to reflect such AssignorFirst Lien Debt’s obligations under this Agreement including, without limitation, a Special Deposit Agreement in the event that KeyBank is not the depository bank.
(c) The Collection Accounts have been established, and shall be maintained, at the Account Depository Banks in such a manner that Agent shall have Agent’s “control” (within the meaning of Section 9-104(athe Uniform Commercial Code) of the UCC) over the relevant Collection Accounts, and this Agreement shall be deemed to be a control agreement for all purposes of Section 9-104 of the UCC. Notwithstanding anything to the contrary contained herein, from and after receiving notice from Agent that a Sweep Period has commenced, Depository shall comply with all instructions issued by Agent directing the disposition of funds in the Collection Account maintained at Depository without further consent by any Assignor or any other Person. From and after receiving notice from Agent that a Sweep Period has commenced, Depository shall not honor any request of any Assignor or any other Person for the withdrawal, transfer or other disposition of any funds, investment property or other assets on deposit or credited to the Collection Accounts at Depository without Agent’s express prior written consent. Notwithstanding anything to the contrary contained herein, if at any time Depository shall receive conflicting instructions from the Agent and any Assignor, Depository shall follow the instructions of the Agent and not such Assignor. Depository has not entered into, and will not without Agent’s express prior written consent enter into, any agreement or understanding with any other Person relating to the Collection Accounts at Depository. For purposes of perfecting Agent’s security interest in the Collection Accounts, Depository confirms that any property held by it is held as agent for Agent.
(d) Agent agrees that it shall not exercise its rights hereunder to notify Depository that a Sweep Period has commenced unless and until an Event of Default has occurredoccurs and is continuing, dominion by Administrative Agent and the First Lien Debt Agent over all cash or other assets deposited into such accounts. Upon Agent’s acceptance Subject to the terms of the cure Intercreditor Agreement, upon the occurrence of an Event of Default, Administrative Agent shall notify Depository that be entitled to deliver notice to each Collection Bank instructing such Collection Bank to comply only with the instructions of Administrative Agent relating to each Collection Account maintained by such Collection Bank (each such notice, a Sweep Period has ended unless otherwise agreed “Dominion Notice”). On or prior to the date hereof, Borrower shall deliver to Administrative Agent a control agreement for each Collection Account maintained as of the Closing Date to provide for control and springing dominion by Administrative Agent over all assets deposited therein as described above, each such control agreement to be in writingform and substance acceptable to Administrative Agent. Subject to the terms of the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, all funds deposited in any Collection Account shall immediately become the property of Administrative Agent, for the ratable benefit of Lenders, and Borrower shall obtain the agreement by each Collection Bank in favor of Administrative Agent to waive any recoupment, setoff rights, and any security interest in, or against, the funds so deposited. Administrative Agent assumes no responsibility for lockbox and blocked account arrangements, including, without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Nes Rentals Holdings Inc)
Collection Accounts. (a) Assignors The Trustee (on behalf of the Trust) and the Program Agent hereby acknowledge (i) that Elde▇-▇▇▇▇▇▇▇ ▇▇▇l deliver to the Bank Agent each Subordinated Note issued by the Transferor and transferred to Elde▇-▇▇▇▇▇▇▇ ▇▇ Chargit, as security for the Bank Claim, (ii) that the Bank Agent shall be entitled to Collections of Unsold Receivables which may be deposited in the Collection Accounts or the Concentration Account and (iii) the interest of the Bank Agent and the Lender Parties in the Store Accounts, which are also held by the Bank Agent on behalf of the Trustee. The Servicer shall promptly deposit notify the Trustee and the Bank Agent of any Collections of Unsold Receivables which are deposited in any Collection Account or have deposited all Operating Income into the Concentration Account and shall promptly deliver such funds to the Bank Agent. The Trustee (on behalf of the Trust) agrees, upon the Bank Agent's written request, to notify (in such form as is provided by the Bank Agent) the Collection Accounts. Assignors shall not commingle the accounts for the collection of income or other items for the benefit of any of their respective Subsidiaries (other than the other Assignors) with the accounts for the collection Account Banks and Concentration Account Bank of the Operating IncomeBank Agent's interest in and to such Collection Accounts or the Concentration Account, as applicable, in order to perfect the Bank Agent's interest in such Collection Accounts or the Concentration Account. The Bank Agent agrees upon the Trustee's written request, to notify (in such form as is provided by the Trustee) the Collection Account Banks which hold Store Accounts of the Trustee's interest in and to such Store Accounts in order to perfect the Trustee's interest in such Store Accounts.
(b) No Assignor shallFor purposes of determining whether specific Collections have been received on account of Purchased Property or on account of Unsold Receivables, without the prior written consent parties hereto agree as follows:
(i) All payments made by an Obligor which is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of AgentPurchased Receivables, closeand all payments made by an Obligor which is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold Receivables.
(ii) All payments made by an Obligor which is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivables, replace or move any of the Collection Accounts, or maintain or have maintained by any other Person for it (including without limitation any Manager) for the collection of Operating Income other than an a Collection Accountif any, which consent shall not be unreasonably withheld. In the event that Agent consents are designated by such Obligor by reference to the opening of a new applicable invoice as the Receivables with respect to which such efforts by the Originators to obtain such designation, such payments shall be applied against the oldest outstanding Receivables or replacement Collection Account, portion thereof owned by such Obligor to the applicable Assignor shall cause the applicable Account Depository Bank (if not KeyBank) to execute and deliver to Agent extent such reasonable documents as Agent may require to reflect such Assignor’s obligations under this Agreement including, without limitation, a Special Deposit Agreement in the event that KeyBank oldest Receivable or portion thereof is not the depository bankin dispute.
(c) The Collection Accounts have been established, and shall be maintained, at the Account Depository Banks in such a manner that Agent shall have “control” (within the meaning of Section 9-104(a) of the UCC) over the Collection Accounts, and this Agreement shall be deemed to be a control agreement for all purposes of Section 9-104 of the UCC. Notwithstanding anything Subject to the contrary contained hereinterms and conditions of this Section 2.04(c), from and after receiving notice from Agent that a Sweep Period has commenced, Depository shall comply with all instructions issued by Agent directing the disposition of funds in the Collection Account maintained at Depository without further consent by any Assignor or any other Person. From and after receiving notice from Agent that a Sweep Period has commenced, Depository shall not honor any request of any Assignor or any other Person for the withdrawal, transfer or other disposition of any funds, investment property or other assets on deposit or credited to the Collection Accounts at Depository without Agent’s express prior written consent. Notwithstanding anything to the contrary contained herein, if at any time Depository shall receive conflicting instructions from the Agent and any Assignor, Depository shall follow the instructions of the Agent and not such Assignor. Depository has not entered into, and will not without Agent’s express prior written consent enter into, any agreement or understanding with any other Person relating to the Collection Accounts at Depository. For purposes of perfecting Agent’s security interest in the Collection Accounts, Depository confirms that any property held by it is held as agent for Agent.
(d) Agent Trustee agrees that it shall transfer its ownership and control over the Collection Accounts (to the extent not exercise its rights hereunder previously transferred as in the case of the Store Accounts) and the Concentration Account to notify Depository the Bank Agent upon receipt by the Trustee of any of (i) a certificate of the Program Agent to the effect that the Purchaser Claim Termination Date has occurred, (ii) a certificate of the Program Agent to the effect that, with respect to all Series, the Amortization Dates shall have occurred or a Trust Early Amortization Event shall have occurred and be continuing, that a Sweep Period has commenced unless and until an Event of Default has occurred. Upon Agent’s acceptance of the cure of an Event of Default, Agent shall notify Depository that a Sweep Period has ended unless otherwise agreed to in writing.Responsible
Appears in 1 contract
Sources: Intercreditor Agreement (Elder Beerman Stores Corp)
Collection Accounts. (a) Assignors shall promptly deposit or have The Warehouse Agent hereby acknowledges that Collections of Unsold Assets which are deposited all Operating Income into in the Collection Accounts. Assignors Accounts or otherwise shall not commingle constitute Warehouse Collateral, and the accounts for the collection of income or other items for the benefit of any of their respective Subsidiaries (other than the other Assignors) with the accounts for the collection Warehouse Agent has no claim to such Collections as they are not property of the Operating IncomeSPE.
(b) No Assignor shallIn order to effect more fully the provisions of this Agreement, without the prior written consent of Agent, close, replace or move any each of the Collection Accountsparties hereto agrees that during an Enforcement Period, or maintain or have maintained by it shall not send any other Person for it (including without limitation notices to the Obligors directing them to remit Collections of any Manager) for the collection of Operating Income Transferred Assets other than an to a Collection Account, which consent shall not be unreasonably withheld. In the event that Agent consents to the opening of a new or replacement Collection Account, the applicable Assignor shall cause the applicable Account Depository Bank (if not KeyBank) to execute and deliver to Agent such reasonable documents as Agent may require to reflect such Assignor’s obligations under this Agreement including, without limitation, a Special Deposit Agreement in the event that KeyBank is not the depository bank.
(c) The Collection Accounts have been established, and shall be maintained, at the Account Depository Banks in such a manner that Agent shall have “control” (within the meaning of Section 9-104(a) of the UCC) over the Collection Accounts, and this Agreement shall be deemed to be a control agreement for all purposes of Section 9-104 of the UCC. Notwithstanding anything to the contrary contained herein, from and after receiving notice from Agent that a Sweep Period has commenced, Depository shall comply with all instructions issued by Agent directing the disposition of funds in the Collection Account maintained at Depository without further consent by any Assignor or any other Person. From and after receiving notice from Agent that a Sweep Period has commenced, Depository shall not honor any request of any Assignor or any other Person for the withdrawal, transfer or other disposition of any funds, investment property or other assets on deposit or credited to the Collection Accounts at Depository without Agent’s express prior written consent. Notwithstanding anything to the contrary contained herein, if at any time Depository shall receive conflicting instructions from the Agent and any Assignor, Depository shall follow the instructions of the Agent and not such Assignor. Depository has not entered into, and will not without Agent’s express prior written consent enter into, any agreement or understanding with any other Person relating to the Collection Accounts at Depository. For purposes of perfecting Agent’s security interest in the Collection Accounts, Depository confirms that any property held by it is held as agent for Agent.
(d) OpCo Agent agrees that it shall not, at any time prior to Enforcement, exercise any rights it may have under the OpCo Loan Documents to send any notices to Obligors (i) informing them of the OpCo Agent's interest in the Transferred Assets, or (ii) directing such Obligors to make payments in any particular manner of any amounts due under the Transferred Assets; the OpCo Agent further agrees that it shall not exercise its rights hereunder take any of the foregoing actions during Enforcement prior to notify Depository the later of payment in full of the Warehouse Claim and the termination of the Warehouse Documents, except that the OpCo Agent may inform any Obligors of Unsold Assets that such Unsold Assets have been pledged to the OpCo Agent so long as such notices expressly state that all payments on account of such Unsold Assets shall continue to be made as otherwise required pursuant to the terms of the Warehouse Documents, unless the Warehouse Agent and the OpCo Agent agree otherwise in writing. The Warehouse Agent hereby agrees to return reasonably promptly to the applicable Originator funds received by the Warehouse Agent which are reasonably identified to the Warehouse Agent (through supporting documentation) to constitute proceeds of an Unsold Asset constituting OpCo Collateral (including such funds received in the Collection Accounts); provided that if the OpCo Agent shall so request in a Sweep Period has commenced unless and until written notice to the Warehouse Agent delivered at any time while an OpCo Event of Default has occurredexists and is continuing, the Warehouse Agent shall transfer such funds to the OpCo Lockbox Account instead of returning them to an Originator. Upon Agent’s acceptance The OpCo Agent agrees that, prior to the later of payment in full of the cure Warehouse Claim and the termination of the Warehouse Documents, if it receives payments directly from any Obligor on account of an Event Unsold Asset, it shall promptly notify the Warehouse Agent in order that the Warehouse Agent may determine whether such payment was, in fact, properly allocated to such Unsold Asset in accordance with the terms of Defaultthis Section 2.3, and if the Warehouse Agent shall notify Depository have reasonably identified (through supporting documentation) to the OpCo Agent that a Sweep Period has ended unless otherwise agreed such payment was not properly allocated to in writingsuch Unsold Asset, the OpCo Agent hereby agrees to return reasonably promptly such payment by wire transfer to the applicable Collection Account.
Appears in 1 contract
Collection Accounts. All of the Grantor’s Collection Accounts are listed on Exhibit B. So long as no Potential Amortization Event or Amortization Event has occurred and is continuing, the Grantor may amend Exhibit B to add or replace a Collection Bank or Collection Account and shall upon such addition or replacement provide to the Administrative Agent an amended Exhibit B, which such revised Exhibit B the Administrative Agent shall in its reasonable discretion determine whether or not is satisfactory, provided, however, that (aA) Assignors such prospective Collection Bank shall be reasonably satisfactory to the Administrative Agent, and (B) prior to the time of the opening of such Collection Account, the Grantor and such prospective Collection Bank shall have executed and delivered to the Administrative Agent a Collection Account Agreement. The Grantor shall close any of its Collection Accounts (and establish replacement Collection Accounts in accordance with the foregoing sentence) as promptly deposit as practicable and in any event within forty-five (45) days after notice from the Administrative Agent that the operating performance, funds transfer, or have deposited all Operating Income into availability procedures or performance of the Collection Accounts. Assignors Bank with respect to Collection Accounts or the Administrative Agent’s liability under any Collection Account Agreement with such Collection Account Bank is no longer acceptable in the Administrative Agent’s reasonable judgment.”
(b) The first sentence of Section 7.1(a) of the Security Agreement is hereby amended and restated in its entirety to read as follows: “Except as set forth on Schedule 6.22 of the Credit Agreement, on or before the Closing Date, the Grantor shall not commingle (i) execute and deliver to the accounts Administrative Agent Collection Account Agreements for the collection of income or other items for the benefit of any of their respective Subsidiaries each Collection Account (other than the Communication Cables Account) maintained by the Grantor into which all cash, checks or other Assignorssimilar payments relating to or constituting payments made in respect of Receivables will be deposited, which Collection Accounts are identified as such on Exhibit B, and (ii) establish Lock-Boxes with the accounts for the collection of the Operating Income.
(bbank(s) No Assignor shall, without the prior written consent of Agent, close, replace or move any of the Collection Accounts, or maintain or have maintained by any other Person for it (including without limitation any Manager) for the collection of Operating Income other than an a Collection Accountset forth on Exhibit B, which consent Lock-Boxes shall not be unreasonably withheld. In subject to irrevocable lockbox agreements in the event that Agent consents form provided by or otherwise acceptable to the opening of a new or replacement Collection Account, the applicable Assignor shall cause the applicable Account Depository Bank (if not KeyBank) to execute and deliver to Administrative Agent such reasonable documents as Agent may require to reflect such Assignor’s obligations under this Agreement including, without limitation, a Special Deposit Agreement in the event that KeyBank is not the depository bank.
(c) The Collection Accounts have been established, and shall be maintained, at accompanied by an acknowledgment by the Account Depository Banks in such a manner that Agent shall have “control” (within bank where the meaning of Section 9Lock-104(a) Box is located of the UCC) over the Collection Accounts, and this Agreement shall be deemed to be a control agreement for all purposes of Section 9-104 Lien of the UCC. Notwithstanding anything Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the contrary contained herein, from and after receiving notice from Agent that a Sweep Period has commenced, Depository shall comply with all instructions issued by Agent directing the disposition of funds in the related Collection Account maintained at Depository without further consent by any Assignor or any other Person. From and after receiving notice from Agent that (each, a Sweep Period has commenced, Depository shall not honor any request of any Assignor or any other Person for the withdrawal, transfer or other disposition of any funds, investment property or other assets on deposit or credited to the Collection Accounts at Depository without Agent’s express prior written consent. Notwithstanding anything to the contrary contained herein, if at any time Depository shall receive conflicting instructions from the Agent and any Assignor, Depository shall follow the instructions of the Agent and not such Assignor. Depository has not entered into, and will not without Agent’s express prior written consent enter into, any agreement or understanding with any other Person relating to the Collection Accounts at Depository. For purposes of perfecting Agent’s security interest in the Collection Accounts, Depository confirms that any property held by it is held as agent for Agent“Lock-Box Agreement”).
(d) Agent agrees that it shall not exercise its rights hereunder to notify Depository that a Sweep Period has commenced unless and until an Event of Default has occurred. Upon Agent’s acceptance of the cure of an Event of Default, Agent shall notify Depository that a Sweep Period has ended unless otherwise agreed to in writing.”
Appears in 1 contract
Sources: Receivables Facility Loan Documents (Anixter International Inc)
Collection Accounts. (a) Assignors The Trustee (on behalf of the Trust) and the Program Agent hereby acknowledge (i) that Elde▇-▇▇▇▇▇▇▇ ▇▇▇l deliver to the Bank Agent each Subordinated Note issued by the Transferor and transferred to Elde▇-▇▇▇▇▇▇▇ ▇▇ Chargit, as security for the Bank Claim, (ii) that the Bank Agent shall be entitled to Collections of Unsold Receivables which may be deposited in the Collection Accounts or the Concentration Account and (iii) the interest of the Bank Agent and the Lender Parties in the Store Accounts, which are also held by the Bank Agent on behalf of the Trustee. The Servicer shall promptly deposit notify the Trustee and the Bank Agent of any Collections of Unsold Receivables which are deposited in any Collection Account or the Concentration Account and shall promptly deliver such funds to the Bank Agent. The Trustee (on behalf of the Trust) agrees, upon the Bank Agent's written request, to notify (in such form as is provided by the Bank Agent) the Collection Account Banks and Concentration Account Bank of the Bank Agent's interest in and to such Collection Accounts or the Concentration Account, as applicable, in order to perfect the Bank Agent's interest in such Collection Accounts or the Concentration Account. The Bank Agent agrees upon the Trustee's written request, to notify (in such form as is provided by the Trustee) the Collection Account Banks which hold Store Accounts of the Trustee's interest in and to such Store Accounts in order to perfect the Trustee's interest in such Store Accounts.
(i) All payments made by an Obligor which is obligated to make payments on Purchased Receivables but is not obligated to make any payments on Unsold Receivables shall be conclusively presumed to be payments on account of Purchased Receivables, and all payments made by an Obligor which is obligated to make payments on Unsold Receivables but is not obligated to make any payments on Purchased Receivables shall be conclusively presumed to be payments on account of Unsold Receivables.
(ii) All payments made by an Obligor which is obligated to make payments with respect to both Purchased Receivables and Unsold Receivables shall be applied against the specific Receivables, if any, which are designated by such Obligor by reference to the applicable invoice as the Receivables with respect to which such payments should be applied. In the absence of such designation after reasonable efforts by the Originators to obtain such designation, such payments shall be applied against the oldest outstanding Receivables or portion thereof owed by such Obligor to the extent such oldest Receivable or portion thereof is not in dispute.
(c) Subject to the terms and conditions of this Section 2.04(c), the Trustee agrees that it shall transfer its ownership and control over the Collection Accounts (to the extent not previously transferred as in the case of the Store Accounts) and the Concentration Account to the Bank Agent upon receipt by the Trustee of any of (i) a certificate of the Program Agent to the effect that the Purchaser Claim Termination Date has occurred or (ii) a certificate of the Program Agent to the effect that, with respect to all Series, the Amortization Dates shall have occurred or a Trust Early Amortization Event shall have occurred and be continuing, that a Responsible Officer of the Trustee has been notified in writing of such occurrence, and that all outstanding Purchased Receivables have been paid in full in cash or (iii) written instructions (whether embodied in one or more documents) to the Trustee to make such transfer signed by each of the Program Agent, the Transferor, the Originators and the Bank Agent. Any such transfer shall be without representation, recourse or warranty of any kind on the part of the Trustee. Notwithstanding any such transfer, all Collections and other proceeds subsequently deposited all Operating Income into the Collection Accounts. Assignors shall not commingle Accounts or the accounts for the collection of income or other items for the benefit of any of their respective Subsidiaries (other than the other Assignors) with the accounts for the collection Concentration Account on account of the Operating Income.
(b) No Assignor shall, without the prior written consent of Agent, close, replace or move any of the Collection Accounts, or maintain or have maintained by any other Person for it (including without limitation any Manager) for the collection of Operating Income other than an a Collection Account, which consent Purchased Property shall not be unreasonably withheld. In the event that Agent consents delivered to the opening Trustee as provided in Section 2.04(b) above, unless otherwise limited by the Bank Agent after the Purchaser Claim Termination Date. The Bank Agent agrees that, at the time of a new or replacement Collection Accountsuch transfer, the applicable Assignor Bank Agent shall cause take such steps as may be reasonably requested by the applicable Account Depository Bank Trustee, the Transferor or the Program Agent (if not KeyBank) to execute and deliver to Agent such reasonable documents as Agent may require to reflect such Assignor’s obligations under this Agreement including, without limitation, a Special Deposit Agreement notification to the Collection Account Banks and Concentration Account Bank of the Trustee's continuing interest on behalf of the Trust, if any, in the event that KeyBank is not Collection Accounts and the depository bankConcentration Account) to maintain perfection of the Trustee's interest on behalf of the Trust in such Collection Accounts and the Concentration Account.
(cd) The Collection Accounts have been establishedIn order to effect more fully the provisions of this Agreement, and shall be maintained, at the Account Depository Banks in such a manner that Agent shall have “control” (within the meaning of Section 9-104(a) each of the UCCTrustee and the Bank Agent hereby agrees that, from and after an Early Amortization Event: (i) during any period that the Trustee has control over the Collection Accounts, and this Agreement the Trustee shall be deemed provide to be the Bank Agent upon prior written request a control agreement for all purposes of Section 9-104 copy of the UCC. Notwithstanding anything to the contrary contained herein, from and after receiving notice from Agent that a Sweep Period has commenced, Depository shall comply with all instructions issued by Agent directing the disposition of funds in the Collection Account maintained at Depository without further consent by any Assignor or any other Person. From and after receiving notice from Agent that a Sweep Period has commenced, Depository shall not honor any request of any Assignor or any other Person for the withdrawal, transfer or other disposition of any funds, investment property or other assets on deposit or credited to the Collection Accounts at Depository without Agent’s express prior written consent. Notwithstanding anything to the contrary contained herein, if at any time Depository shall receive conflicting instructions from the Agent and any Assignor, Depository shall follow the instructions of the Agent and not such Assignor. Depository has not entered into, and will not without Agent’s express prior written consent enter into, any agreement or understanding with any other Person latest monthly account statement relating to the Collection Accounts at Depository. For purposes during the Trustee's administration; (ii) in the event that the Bank Agent has control over the Collection Accounts pursuant to clause (iii) of perfecting Section 2.04(c) above, the Program Agent shall be entitled to review the Bank Agent’s security interest 's records of receipts of Collections and application of proceeds therefrom; (iii) in the event that the Bank Agent shall foreclose or otherwise dispose of any commingled inventory described in Section 2.01(b), the Program Agent shall be allowed to have a representative observe such foreclosure or disposition and the Bank Agent's application of proceeds received therefrom; and (iv) neither the Bank Agent, the Trustee or the Program Agent shall, before the Purchaser Claim Termination Date, send any notices to any obligor of any Receivable directing such obligor to remit Collections of any Receivables other than to the Collection Accounts, Depository confirms that any property held by it is held as agent for Agent.
(de) The Trustee and Program Agent agrees each further agree that it shall they will not exercise its rights hereunder cause the Servicer to notify Depository that be replaced by a Sweep Period successor servicer unless (i) a "Servicer Default" has commenced unless occurred under and until an Event as defined in the Pooling and Servicing Agreement; (ii) such successor servicer is a "Successor Servicer" under and as defined in the Pooling and Servicing Agreement; and (iii) such successor servicer has acknowledged the terms of Default has occurred. Upon Agent’s acceptance of the cure of an Event of Default, Agent shall notify Depository that a Sweep Period has ended unless otherwise this Agreement and agreed to in writingbe bound hereby.
Appears in 1 contract
Sources: Intercreditor Agreement (Elder Beerman Stores Corp)
Collection Accounts. With respect to Collections, the Collection Accounts and the Store Accounts:
(i) the Seller will cause the Originator and the Collection Agent to instruct in the monthly remittance advices sent to all Obligors to pay all Collections directly to a Lock-Box; provided that Obligors may elect to make payments at a store location of the Originator;
(ii) the Seller will cause the Originator to agree to cause each of its stores (A) to deposit all In-Store Collections into a Store Account within one Business Day of its receipt thereof, and (B) on the same day as such deposit, to initiate a remittance to the Concentration Account (through the automated clearinghouse system or by wire transfer) of all such In-Store Collections and subsequently (within one Business Day after such deposit) to the Collection Concentration Account and the Collection Agent, if it receives any of the same, shall apply such Collections in accordance with Article VI and the other terms and provisions of this Agreement; provided, however, that neither the Seller nor the Originator shall be in breach of its obligations under clause (A) above if an amount not to exceed 5% of the aggregate In-Store Collections during any month shall fail to be deposited within one Business Day of the receipt thereof into a Store Account so long as all such In-Store Collections are deposited in a Store Account within two Business Days of receipt;
(iii) the Seller will cause all Collections in the Lock-Boxes to be deposited, on the same Business Day received, directly into a Lock-Box Account and subsequently (within one Business Day after such deposit) transferred to the Collection Concentration Account and the Seller shall thereupon make the same available to the Collection Agent for application in accordance with Section 1.7 – 1.9 and the other terms and provisions of this Agreement;
(iv) the Seller will cause all Lock-Boxes, Lock-Box Accounts, Store Accounts and Concentration Accounts as of the date hereof, together with the account numbers thereof and the names and addresses of all banks maintaining the same, to be listed on Exhibit III and, with respect to each Collection Account and Store Account established after the date hereof, the Seller will provide notice thereof to the Agent and otherwise complied with all requirements set forth in Section 5.2(a) with respect thereto;
(v) the Seller will (a) Assignors enter into a Collection Account Agreement in respect of each Collection Account, in the appropriate form, that is duly executed and delivered by the applicable Collection Bank, the Originator, the Seller and the Agent and such Collection Account Agreement shall promptly deposit be maintained in full force and effect, (b) enter into a control agreement in respect of each Lock-Box (which control agreement may be contained in a Collection Account Agreement), in form and substance acceptable the each Managing Agent, that is duly executed and delivered by the Lock-Box Processor with respect to such Lock-Box, the Originator, the Seller and the Agent and such control agreement shall be maintained in full force and effect, and (c) on or have deposited all Operating Income before January 22, 2004, cause the Originator and the applicable bank maintaining each Store Account to enter into the Collection Accounts. Assignors shall not commingle the accounts for the collection a blocked account agreement in respect of income or other items for the benefit of any of their respective Subsidiaries each Store Account (other than any Store Account with a balance that does not at any time exceed $50,000), in a form acceptable to the other Assignors) Agent, with either the Agent or with another secured party that has entered into an intercreditor agreement with the accounts for Agent;
(vi) the collection of Seller and the Operating Income.Collection Agent will not permit any funds other than Collections to be deposited into a Lockbox Account, the Collection Concentration Account, the Principal Account or the Yield Account; and
(vii) by November 30, 2003, the Seller shall cause (a) ACH payments currently deposited into Account #2000006161459 at Wachovia Bank, N.A. to be redirected and deposited directly into Account #2014218771982 at Wachovia Bank, N.A and (b) No Assignor shall, without each Lock-Box to be in the prior written consent of Agent, close, replace or move any name (on the records of the Collection Accounts, or maintain or have maintained by any other Person for it (including without limitation any ManagerU.S. Postal Service) for the collection of Operating Income other than an a Collection Account, which consent shall not be unreasonably withheld. In the event that Agent consents to the opening of a new or replacement Collection Account, the applicable Assignor shall cause the applicable Account Depository Bank (if not KeyBank) party that is acceptable to execute each Managing Agent and deliver to Agent such reasonable documents as Agent may require to reflect such Assignor’s obligations under this Agreement including, without limitation, a Special Deposit Agreement in the event that KeyBank is not the depository bank.
(c) The Collection Accounts have been established, and shall be maintained, at the Account Depository Banks in such a manner that Agent shall have “control” (within the meaning of Section 9-104(a) of the UCC) over the Collection Accounts, and this Agreement shall be deemed to be has entered into a control agreement for all purposes of Section 9with respect to such Lock-104 of Box with the UCC. Notwithstanding anything to the contrary contained herein, from and after receiving notice from Agent that a Sweep Period has commenced, Depository shall comply with all instructions issued by Agent directing the disposition of funds is in the Collection Account maintained at Depository without further consent by any Assignor or any other Person. From form and after receiving notice from Agent that a Sweep Period has commenced, Depository shall not honor any request of any Assignor or any other Person for the withdrawal, transfer or other disposition of any funds, investment property or other assets on deposit or credited substance acceptable to the Collection Accounts at Depository without Agent’s express prior written consent. Notwithstanding anything to the contrary contained herein, if at any time Depository shall receive conflicting instructions from the Agent and any Assignor, Depository shall follow the instructions of the Agent and not such Assignor. Depository has not entered into, and will not without Agent’s express prior written consent enter into, any agreement or understanding with any other Person relating to the Collection Accounts at Depository. For purposes of perfecting Agent’s security interest in the Collection Accounts, Depository confirms that any property held by it is held as agent for each Managing Agent.
(d) Agent agrees that it shall not exercise its rights hereunder to notify Depository that a Sweep Period has commenced unless and until an Event of Default has occurred. Upon Agent’s acceptance of the cure of an Event of Default, Agent shall notify Depository that a Sweep Period has ended unless otherwise agreed to in writing.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Bon Ton Stores Inc)
Collection Accounts. Borrowers shall ensure that all collections of Receivables (a) Assignors shall promptly deposit or have deposited all Operating Income into the Collection Accounts. Assignors shall not commingle the accounts for the collection of income or other items for the benefit of any of their respective Subsidiaries (other than the other Assignors) with the accounts for the collection of the Operating Income.
(b) No Assignor shall, without the prior written consent of Agent, close, replace or move any of the Collection Accounts, or maintain or have maintained by any other Person for it (including without limitation any Manager) for the collection of Operating Income other than an a Collection Account, which consent shall not be unreasonably withheld. In the event that Agent consents to the opening of a new or replacement Collection Account, the applicable Assignor shall cause the applicable Account Depository Bank (if not KeyBank) to execute and deliver to Agent such reasonable documents as Agent may require to reflect such Assignor’s obligations under this Agreement including, without limitation, all scheduled payments, all prepayments, all overdue payments, all insurance proceeds, recoveries and all cash receipts and proceeds in respect of the underlying automobile securing the Receivables), all other amounts remitted by any Account Debtor, an insurer, any other Person making a Special Deposit Agreement payment on a Receivable or in connection with proceeds of the event that KeyBank is not underlying automobile securing such Receivable, the depository bank.
proceeds of sales of Automobile Inventory and the proceeds of all other Collateral are deposited into a Collection Account within one (c1) Business Day of receipt thereof. Borrowers shall cause all payments of Receivables and other proceeds of the sale of Automobile Inventory and other Collateral to be deposited into a Collection Account. Until such time as any Receivables collections or other proceeds of Collateral are deposited by the Borrowers into the applicable Collection Account, such collections and proceeds shall be held in trust for the benefit of Administrative Agent and the other Lender Parties. The Collection Accounts have been established, and shall be maintainedswept automatically on a weekly basis and the depository bank maintaining a Collection Account will wire, at or otherwise transfer, in immediately available funds, all funds received or deposited into such Collection Account (other than $300 or such other nominal amount in each account which the Account Depository Banks in such a manner that Agent shall have “control” (within the meaning of Section 9-104(a) of the UCC) over the Collection Accounts, and this Agreement shall be deemed depository bank may require to be held as a control agreement for all purposes of Section 9-104 of the UCC. Notwithstanding anything compensating balance) to the contrary contained hereinPayment Account or such other bank account as Administrative Agent or Additional Collateral Agent, as the case may be, may from time to time designate for such purpose. Borrowers hereby confirm and after receiving notice from Agent agree that a Sweep Period has commenced, Depository shall comply with all instructions issued by Agent directing the disposition of funds amounts deposited in the Collection Account maintained at Depository Accounts and any other funds received and collected by Administrative Agent or Additional Collateral Agent, whether as proceeds of Collateral or otherwise, shall constitute Collateral. Notwithstanding and without further consent by limiting any Assignor other provision of this Agreement or any of the other Person. From and after receiving notice Loan Documents, Administrative Agent shall apply all funds transferred from Agent that a Sweep Period has commenced, Depository shall not honor any request of any Assignor or any other Person for the withdrawal, transfer Collection Accounts into the Payment Account or other disposition of any funds, investment property bank account designated by Administrative Agent or other assets on deposit or credited Additional Collateral Agent pursuant to this Section 3.9 as set forth in Section 2.11 hereof and subject to the clearance period set forth in Section 2.5 hereof. If a credit balance exists with respect to the Collection Accounts at Depository without Agent’s express prior written consent. Notwithstanding anything as the result of collections of Receivables or proceeds of other Collateral pursuant to the contrary contained hereinterms and conditions of this Section 3.9, if at any time Depository such credit balance shall receive conflicting instructions from the Agent and any Assignor, Depository shall follow the instructions not accrue interest in favor of the Agent and not such AssignorBorrowers, but shall, subject to the terms of Section 2.11 hereof, be available to Borrowers in accordance with the terms of this Agreement. Depository has not entered into, and will not without Agent’s express prior written consent enter into, any agreement or understanding with any other Person relating to All funds transferred from the Collection Accounts at Depository. For into the Payment Account or other bank account designated by Administrative Agent or Additional Collateral Agent pursuant to this Section 3.9 shall be applied to reduce the Indebtedness (or be made available to Borrowers in accordance with Section 2.11 hereof), but, for purposes of perfecting calculating interest hereunder, shall be subject to a four (4) Business Day clearance period. All Items deposited in the Collection Accounts shall be subject to final payment. If any such Item is returned uncollected, the Borrowers will immediately pay the Administrative Agent’s security interest , for the account of the Lender Parties, or, for Items deposited in the Collection Accounts, Depository confirms the bank maintaining such account, the amount of that Item, or such bank at its discretion may charge any property held uncollected Item to the Borrowers’ commercial account or other account. The Borrowers shall be liable as an endorser on all Items deposited in the Collection Accounts, whether or not in fact endorsed by it is held as agent for Agent.
(d) Agent agrees that it shall not exercise its rights hereunder to notify Depository that a Sweep Period has commenced unless and until an Event of Default has occurredBorrowers. Upon Administrative Agent’s acceptance of or Additional Collateral Agent’s request any time following the cure occurrence of an Event of Default, Borrowers agree to establish and maintain a lockbox with a bank acceptable to Administrative Agent or Additional Collateral Agent and to execute with such bank a lockbox agreement acceptable to Administrative Agent or Additional Collateral Agent, as applicable, in its sole discretion. Thereafter, Borrowers shall notify Depository ensure that all collections of Receivables and the proceeds of other Collateral are paid directly by the Account Debtors to the lockbox and to the extent that any Receivables collections or other proceeds of Collateral are not sent directly to the lockbox but are received by a Sweep Period has ended unless otherwise agreed Borrower, such collections and proceeds shall be held in trust for the benefit of Administrative Agent and Additional Collateral Agent and within one (1) Business Day of receipt thereof shall be remitted via overnight mail to the Administrative Agent for deposit, in writing.the form received, to the lockbox
Appears in 1 contract
Collection Accounts. (a) Assignors The Borrower hereby establishes, effective on the Effective Date, and shall promptly deposit until the Obligations have been paid in full and the Commitments of the Lender shall have expired or have deposited all Operating Income into the Collection Accounts. Assignors shall not commingle the accounts been sooner terminated maintain a collection account for the collection of income payments made in respect of Proceeds of Pledged Securities and capital contributions, dividends, distributions or other items payments received from its Subsidiaries or any other Persons (the "Borrower Collection Account ") with the BT Securities Intermediary for the benefit of any of the Borrower and the Secured Party, as their respective interests may appear, and shall irrevocably instruct AES, its Subsidiaries (and all other than Persons to remit all such capital contributions, dividends, distributions and other payments to the Borrower Collection Account. All capital contributions, dividends, distributions, payments and amounts received directly by the Borrower from AES or the Lender or from any other Assignors) with source, shall immediately upon receipt be deposited into the accounts for Borro wer Collection Account. The Borrower Collection Account numbers and contact information is set forth on Schedule 3.6, as such Schedule may be updated by the collection of party establishing such account and the Operating IncomeCollateral Agent.
(b) No Assignor shallInversiones Zapallar hereby establishes, without effective on the prior written consent of AgentEffective Date, close, replace or move any and shall until the Obligations have been paid in full and the Commitments of the Collection Accounts, Lender shall have expired or been sooner terminated maintain or have maintained by any other Person for it (including without limitation any Manager) a collection account for the collection of Operating Income payments made in respect of Proceeds of Pledged Securities and capital contributions, dividends, distributions or other than an a payments received from its Subsidiaries or any other Persons, which are not in the form of Pesos (the "Inversiones Zapallar NY Collection Account") with the DB Securities Intermediary for the benefit of Inversiones Zapallar and the Secured Party, as their respective interests may appear, and shall irrevocably instruct AES, its Subsidiaries and all other Persons to remit all such capital contributions, dividends, distributions and other payments to the Inversiones Zapallar NY Collection Account. All capital contributions, dividends, distributions, payments and amounts received directly by Inversiones Zapallar from its parent entity or its Subsidiaries or from any other source, which consent are not in the form of Pesos, shall not immediately upon receipt be unreasonably withheld. In deposited into the event that Agent consents to the opening of a new or replacement Inversiones Zapallar NY Collection Account. The Inversiones Zapallar NY Collection Account numbers and contact information is set forth on Schedule 3.6, as such Schedule may be updated by the applicable Assignor shall cause party establishing such account and the applicable Account Depository Bank (if not KeyBank) to execute and deliver to Agent such reasonable documents as Agent may require to reflect such Assignor’s obligations under this Agreement including, without limitation, a Special Deposit Agreement in the event that KeyBank is not the depository bankCollateral Agent.
(c) The Collection Accounts have been establishedInversiones Zapallar hereby establishes, effective on the Effective Date, and shall be maintained, at until the Account Depository Banks Obligations have been paid in such a manner that Agent full and the Commitments of the Lender shall have “control” (within expired or been sooner terminated maintain a collection account for the meaning collection of Section 9-104(a) payments made in respect of the UCC) over the Collection AccountsProceeds of Pledged Securities and capital contributions, and this Agreement shall be deemed to be a control agreement for all purposes of Section 9-104 of the UCC. Notwithstanding anything to the contrary contained hereindividends, distributions or other payments received from and after receiving notice from Agent that a Sweep Period has commenced, Depository shall comply with all instructions issued by Agent directing the disposition of funds in the Collection Account maintained at Depository without further consent by any Assignor its Subsidiaries or any other PersonPersons, which are denominated in Pesos (the "Inversiones Zapallar Chile Collection Account") with the DB Securities Intermediary for the benefit of Inversiones Zapallar and the Secured Party, as their respective interests may appear, and shall irrevocably instruct AES, its Subsidiaries and all other Persons to remit all such capital contributions, dividends, distributions and other payments to the Inversiones Zapallar Chile Collection Account. From All capital contributions, dividends, distributions, payments and after receiving notice amounts received directly by Inversiones Zapallar from Agent that a Sweep Period has commenced, Depository shall not honor any request of any Assignor its parent entity or its Subsidiaries or from any other Person for the withdrawalsource, transfer or other disposition of any fundswhich are denominated in Pesos, investment property or other assets on deposit or credited to the Collection Accounts at Depository without Agent’s express prior written consent. Notwithstanding anything to the contrary contained herein, if at any time Depository shall receive conflicting instructions from the Agent and any Assignor, Depository shall follow the instructions of the Agent and not such Assignor. Depository has not entered into, and will not without Agent’s express prior written consent enter into, any agreement or understanding with any other Person relating to the Collection Accounts at Depository. For purposes of perfecting Agent’s security interest in the Collection Accounts, Depository confirms that any property held by it is held as agent for Agent.
(d) Agent agrees that it shall not exercise its rights hereunder to notify Depository that a Sweep Period has commenced unless and until an Event of Default has occurred. Upon Agent’s acceptance of the cure of an Event of Default, Agent shall notify Depository that a Sweep Period has ended unless otherwise agreed to in writing.immediately upon receipt be deposited into the
Appears in 1 contract
Sources: Senior Secured Short Term Bridge Credit Agreement (Aes Corporation)
Collection Accounts. (a) Assignors shall promptly deposit or have deposited all Operating Income into the Collection Accounts. Assignors shall not commingle the accounts for the collection of income or other items for the benefit Cash proceeds of any of their respective Subsidiaries the Tranche A Receivables (other than including Defaulted Receivables) shall be paid into the other Assignors) applicable Tranche A Collection Account for further transfer to the Payment Account for payment to the Tranche A Purchasers. The parties hereto acknowledge and agree that the balance from time to time in the Tranche A Collection Accounts shall not constitute payment of the Tranche A Obligations until applied as provided in accordance with the accounts for Collateral Account Agreement and the collection of the Operating IncomeReceivables Purchase Agreement.
(bi) No Assignor shall, without the prior written consent Cash proceeds of Agent, close, replace or move any of the Collection Accounts, or maintain or have maintained by any other Person for it Tranche B Receivables (including without limitation any ManagerDefaulted Receivables) shall be paid into the applicable Tranche B Collection Account for further transfer to the collection of Operating Income other than an a Payment Account for payment to the Tranche B Purchasers. The parties hereto acknowledge and agree that the balance from time to time in the Tranche B Collection Account, which consent Accounts shall not be unreasonably withheld. In constitute payment of the event that Agent consents to Tranche B Obligations until applied as provided in accordance with the opening of a new or replacement Collection Account, Collateral Account Agreement and the applicable Assignor shall cause the applicable Account Depository Bank (if not KeyBank) to execute and deliver to Agent such reasonable documents as Agent may require to reflect such Assignor’s obligations under this Agreement including, without limitation, a Special Deposit Agreement in the event that KeyBank is not the depository bankReceivables Purchase Agreement.
(cii) Cash proceeds of any of the Tranche C Receivables (including Defaulted Receivables) shall be paid into the applicable Tranche C Collection Account for further transfer to the Payment Account for payment to the Tranche C Purchasers. The parties hereto acknowledge and agree that the balance from time to time in the Tranche C Collection Accounts have been established, and shall be maintained, at the Account Depository Banks in such a manner that Agent shall have “control” (within the meaning of Section 9-104(a) not constitute payment of the UCC) over Tranche C Obligations until applied as provided in accordance with the Collection Accounts, Collateral Account Agreement and this Agreement shall be deemed to be a control agreement for all purposes of Section 9-104 of the UCC. Notwithstanding anything to the contrary contained herein, from and after receiving notice from Agent that a Sweep Period has commenced, Depository shall comply with all instructions issued by Agent directing the disposition of funds in the Collection Account maintained at Depository without further consent by any Assignor or any other Person. From and after receiving notice from Agent that a Sweep Period has commenced, Depository shall not honor any request of any Assignor or any other Person for the withdrawal, transfer or other disposition of any funds, investment property or other assets on deposit or credited to the Collection Accounts at Depository without Agent’s express prior written consent. Notwithstanding anything to the contrary contained herein, if at any time Depository shall receive conflicting instructions from the Agent and any Assignor, Depository shall follow the instructions of the Agent and not such Assignor. Depository has not entered into, and will not without Agent’s express prior written consent enter into, any agreement or understanding with any other Person relating to the Collection Accounts at Depository. For purposes of perfecting Agent’s security interest in the Collection Accounts, Depository confirms that any property held by it is held as agent for AgentReceivables Purchase Agreement.
(diii) Agent agrees Cash proceeds of any of the Tranche D Receivables (including Defaulted Receivables) shall be paid into the applicable Tranche D Collection Account for further transfer to the Payment Account for payment to the Tranche D Purchasers. The parties hereto acknowledge and agree that it the balance from time to time in the Tranche D Collection Accounts shall not exercise its rights hereunder to notify Depository that a Sweep Period has commenced unless and until an Event of Default has occurred. Upon Agent’s acceptance constitute payment of the cure of an Event of Default, Agent shall notify Depository that a Sweep Period has ended unless otherwise agreed to Tranche D Obligations until applied as provided in writingaccordance with the Collateral Account Agreement and the Receivables Purchase Agreement.
Appears in 1 contract
Sources: Revolving Trade Receivables Purchase Agreement (Sanmina-Sci Corp)