Collection, Deposit and Transfer of Payments in Respect of Accounts. Borrowers shall maintain in effect at all times a system of accounts and procedures reasonably satisfactory to Agent for the collection and deposit of payments in respect of such Person's Accounts and the transfer of amounts so deposited to the BTCo Account. Without limiting the generality of the foregoing: A. Maintenance of Lock Boxes and Lock Box Accounts. (i) Except as permitted under subsection 2.10A(ii), Borrowers shall at all times maintain any Lock Boxes and Lock Box Accounts established pursuant to the terms of this Agreement and the Lock Box Agreements. (ii) Borrowers shall not close any Lock Box Account or open a new Lock Box Account unless it shall have (a) notified Agent in writing at least 30 days (or such lesser number of days as may be agreed to by Agent) prior to the proposed closing or opening and (b) in the case of a new Lock Box Account, entered into a Lock Box Agreement with the applicable Lock Box Bank. B. Collection and Deposit of Payments in Respect of Accounts. (i) Borrowers shall deliver such notices to account debtors and take all such other actions as may reasonably be necessary to cause all payments in respect of such Person's Accounts to be made directly to a Lock Box. (ii) Borrowers shall direct their authorized representatives pursuant to the terms of the applicable Lock Box Agreement, at least once on each Business Day, to retrieve all checks and other instruments delivered to a Lock Box and, as promptly as possible on the same Business Day so retrieved, to endorse for payment and deposit each such check or other instrument in the Lock Box Account related to such Lock Box. Notwithstanding the foregoing, from and after such time as Agent shall have notified Borrowers of its election to exercise its rights under this subsection 2.10B(ii), Borrowers' authorized representative shall not be permitted to retrieve any items from any Lock Box unless accompanied by a representative of Agent, and Borrowers hereby appoint Agent or any of its designees as Borrowers' attorneys-in-fact with powers, upon notification by Agent as aforesaid, to (a) access all Lock Boxes and (b) endorse for payment any checks or other instruments representing payment in respect of any Accounts of such Persons that are delivered to any Lock Box. All acts of said attorneys or designees are hereby ratified and approved, and said attorneys or designees shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined in a final order by a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law. The power of attorney set forth in this subsection 2.10B(ii) is irrevocable until all Obligations shall have been paid in full and the Commitments shall have terminated. (iii) In the event that any Borrower receives any check, cash, note or other instrument representing payment of an Account (other than any item delivered to a Lock Box), Borrowers shall hold such item in trust for Agent and shall, as soon as practicable (and in any event within one Business Day) after receipt thereof, cause such item to be deposited into a Lock Box Account with any necessary endorsements. (iv) Borrowers hereby agree, from and after such time, if any, as Agent shall have notified Borrowers in writing that the provisions of this subsection 2.10B(iv) are to become effective until such later time, if any, as Agent shall have notified Borrowers in writing that such provisions are no longer to be effective, not to deposit any monies into the Lock Box Accounts or to otherwise permit any monies to be deposited into any of such accounts, except payments received in respect of Borrowers' Accounts.
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Collection, Deposit and Transfer of Payments in Respect of Accounts. Borrowers Each Borrower shall, and shall cause each of its Subsidiaries to, maintain in effect at all times a system of accounts and procedures reasonably satisfactory to Administrative Agent for the collection and deposit of payments in respect of such Person's Accounts and the transfer of amounts so deposited to the BTCo applicable Concentration Account and Agent Account. Without limiting the generality of the foregoing:
A. Maintenance of Lock Boxes and Boxes, Lock Box Accounts, Blocked Accounts and Concentration Accounts.
(i) Except as permitted under subsection 2.10A(ii2.9A(ii), Borrowers each Borrower shall, and shall cause each of its Subsidiaries to maintain at all times maintain any Lock Boxes and Boxes, Lock Box Accounts, Blocked Accounts and Concentration Accounts established pursuant to the terms of this Agreement and Agreement, the Lock Box Agreements and the Blocked Account Agreements, if any.
(ii) Borrowers Each Borrower shall not, and shall not permit any of its Subsidiaries to, close any Lock Box, Lock Box Account, Blocked Account or Concentration Account or open a new Lock Box, Lock Box Account, Blocked Account or Concentration Account unless it shall have (a) notified Administrative Agent (with a copy to Agent) in writing at least 30 days (or such lesser number of days as may be agreed to by Administrative Agent) prior to the proposed closing or opening and opening, (b) in the case of a new Lock Box Account, entered into a Lock Box Agreement with the applicable Lock Box Bank.
B. Collection , (c) in the case of a new Blocked Account, entered into a Blocked Account Agreement with the applicable Blocked Account Bank, and Deposit (d) in the case of Payments a new Concentration Account, entered into a Blocked Account Agreement, or in Respect the case of Accounts.
(i) Borrowers shall deliver such notices to account debtors and take all a Concentration Account that is an Investment Account, such other actions as may reasonably be necessary agreement in form and substance satisfactory to cause all payments in respect of such Person's Accounts to be made directly to a Lock Box.
(ii) Borrowers shall direct their authorized representatives pursuant to the terms of Administrative Agent, with the applicable Lock Box Agreement, at least once on each Business Day, to retrieve all checks and other instruments delivered to a Lock Box and, as promptly as possible on the same Business Day so retrieved, to endorse for payment and deposit each such check or other instrument in the Lock Box Account related to such Lock Box. Notwithstanding the foregoing, from and after such time as Agent shall have notified Borrowers of its election to exercise its rights under this subsection 2.10B(ii), Borrowers' authorized representative shall not be permitted to retrieve any items from any Lock Box unless accompanied by a representative of Agent, and Borrowers hereby appoint Agent or any of its designees as Borrowers' attorneys-in-fact with powers, upon notification by Agent as aforesaid, to (a) access all Lock Boxes and (b) endorse for payment any checks or other instruments representing payment in respect of any Accounts of such Persons that are delivered to any Lock Box. All acts of said attorneys or designees are hereby ratified and approved, and said attorneys or designees shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined in a final order by a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law. The power of attorney set forth in this subsection 2.10B(ii) is irrevocable until all Obligations shall have been paid in full and the Commitments shall have terminatedConcentration Bank.
(iii) In the event that any Borrower receives any check, cash, note or other instrument representing payment of an Account (other than any item delivered to a Lock Box), Borrowers shall hold such item in trust for Agent and shall, as soon as practicable (and in any event within one Business Day) after receipt thereof, cause such item to be deposited into a Lock Box Account with any necessary endorsements.
(iv) Borrowers hereby agree, from and after such time, if any, as Agent shall have notified Borrowers in writing that the provisions of this subsection 2.10B(iv) are to become effective until such later time, if any, as Agent shall have notified Borrowers in writing that such provisions are no longer to be effective, not to deposit any monies into the Lock Box Accounts or to otherwise permit any monies to be deposited into any of such accounts, except payments received in respect of Borrowers' Accounts.
Appears in 1 contract
Collection, Deposit and Transfer of Payments in Respect of Accounts. Borrowers Each Borrower shall, and shall cause each of its Subsidiaries to, maintain in effect at all times a system of accounts and procedures reasonably satisfactory to Administrative Agent for the collection and deposit of payments in respect of such Person's Accounts and the transfer of amounts so deposited to the BTCo applicable Concentration Account and Agent Account. Without limiting the generality of the foregoing:
A. Maintenance of Lock Boxes and Lock Box AccountsMAINTENANCE OF LOCK BOXES, LOCK BOX ACCOUNTS, BLOCKED ACCOUNTS AND CONCENTRATION ACCOUNTS.
(i) Except as permitted under subsection 2.10A(ii2.9A(ii), Borrowers each Borrower shall, and shall cause each of its Subsidiaries to maintain at all times maintain any Lock Boxes and Boxes, Lock Box Accounts, Blocked Accounts and Concentration Accounts established pursuant to the terms of this Agreement and Agreement, the Lock Box Agreements and the Blocked Account Agreements, if any.
(ii) Borrowers Each Borrower shall not, and shall not permit any of its Subsidiaries to, close any Lock Box, Lock Box Account, Blocked Account or Concentration Account or open a new Lock Box, Lock Box Account, Blocked Account or Concentration Account unless it shall have (a) notified Administrative Agent (with a copy to Agent) in writing at least 30 days (or such lesser number of days as may be agreed to by Administrative Agent) prior to the proposed closing or opening and opening, (b) in the case of a new Lock Box Account, entered into a Lock Box Agreement with the applicable Lock Box Bank.
B. Collection , (c) in the case of a new Blocked Account, entered into a Blocked Account Agreement with the applicable Blocked Account Bank, and Deposit (d) in the case of Payments a new Concentration Account, entered into a Blocked Account Agreement, or in Respect the case of Accounts.
(i) Borrowers shall deliver such notices to account debtors and take all a Concentration Account that is an Investment Account, such other actions as may reasonably be necessary agreement in form and substance satisfactory to cause all payments in respect of such Person's Accounts to be made directly to a Lock Box.
(ii) Borrowers shall direct their authorized representatives pursuant to the terms of Administrative Agent, with the applicable Lock Box Agreement, at least once on each Business Day, to retrieve all checks and other instruments delivered to a Lock Box and, as promptly as possible on the same Business Day so retrieved, to endorse for payment and deposit each such check or other instrument in the Lock Box Account related to such Lock Box. Notwithstanding the foregoing, from and after such time as Agent shall have notified Borrowers of its election to exercise its rights under this subsection 2.10B(ii), Borrowers' authorized representative shall not be permitted to retrieve any items from any Lock Box unless accompanied by a representative of Agent, and Borrowers hereby appoint Agent or any of its designees as Borrowers' attorneys-in-fact with powers, upon notification by Agent as aforesaid, to (a) access all Lock Boxes and (b) endorse for payment any checks or other instruments representing payment in respect of any Accounts of such Persons that are delivered to any Lock Box. All acts of said attorneys or designees are hereby ratified and approved, and said attorneys or designees shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined in a final order by a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law. The power of attorney set forth in this subsection 2.10B(ii) is irrevocable until all Obligations shall have been paid in full and the Commitments shall have terminatedConcentration Bank.
(iii) In the event that any Borrower receives any check, cash, note or other instrument representing payment of an Account (other than any item delivered to a Lock Box), Borrowers shall hold such item in trust for Agent and shall, as soon as practicable (and in any event within one Business Day) after receipt thereof, cause such item to be deposited into a Lock Box Account with any necessary endorsements.
(iv) Borrowers hereby agree, from and after such time, if any, as Agent shall have notified Borrowers in writing that the provisions of this subsection 2.10B(iv) are to become effective until such later time, if any, as Agent shall have notified Borrowers in writing that such provisions are no longer to be effective, not to deposit any monies into the Lock Box Accounts or to otherwise permit any monies to be deposited into any of such accounts, except payments received in respect of Borrowers' Accounts.
Appears in 1 contract
Collection, Deposit and Transfer of Payments in Respect of Accounts. Borrowers Company shall, and shall cause each of its Subsidiaries to, maintain in effect at all times a system of accounts and procedures reasonably satisfactory to Agent for the collection and deposit of payments in respect of such Person's Accounts and the transfer of amounts so deposited to the applicable Concentration Account and BTCo Account. Without limiting the generality of the foregoing:
A. Maintenance of Lock Boxes and Boxes, Lock Box Accounts and Concentration Accounts.
(i) Except as permitted under clauses (ii) and (iii) of this subsection 2.10A(ii2.10A and, with respect to ▇▇▇▇▇ and Glit, subsection 2.10B(i), Borrowers Company shall, and shall cause each of its Domestic Subsidiaries, ▇▇▇▇▇ and Glit to, at all times maintain any all of their respective lockboxes and Deposit Accounts as Lock Boxes and Boxes, Lock Box Accounts and Concentration Accounts established pursuant to the terms of this Agreement and Agreement, the Lock Box Agreements and the Blocked Account Agreements.
(ii) Borrowers Company shall not, and shall not permit any of its Domestic Subsidiaries, ▇▇▇▇▇ or Glit to, close any Lock Box, Lock Box Account, Concentration Account or any other Deposit Account or open a new Lock Box, Lock Box Account, Concentration Account or any other Deposit Account unless it shall have (a) notified Agent in writing at least 30 days (or such lesser number of days as may be agreed to by Agent) prior to the proposed closing or opening and opening, (b) in the case of a new Lock Box or Lock Box Account, entered into a Lock Box Agreement with the applicable Lock Box Bank.
B. Collection Account Bank and (c) in the case of a new Other Bank Concentration Account or any other new Deposit of Payments in Respect of Accounts.
(i) Borrowers shall deliver such notices to account debtors and take all such other actions as may reasonably be necessary to cause all payments in respect of such Person's Accounts to be made directly to Account, entered into a Lock Box.
(ii) Borrowers shall direct their authorized representatives pursuant to the terms of Blocked Account Agreement with the applicable Lock Box Agreement, at least once on each Business Day, to retrieve all checks and other instruments delivered to a Lock Box and, as promptly as possible on Concentration Bank or the same Business Day so retrieved, to endorse for payment and deposit each such check or other instrument in the Lock Box Account related to such Lock Box. Notwithstanding the foregoing, from and after such time as Agent shall have notified Borrowers of its election to exercise its rights under this subsection 2.10B(ii), Borrowers' authorized representative shall not be permitted to retrieve any items from any Lock Box unless accompanied by a representative of Agent, and Borrowers hereby appoint Agent or any of its designees as Borrowers' attorneys-in-fact with powers, upon notification by Agent as aforesaid, to (a) access all Lock Boxes and (b) endorse for payment any checks or other instruments representing payment in respect of any Accounts of such Persons that are delivered to any Lock Box. All acts of said attorneys or designees are hereby ratified and approved, and said attorneys or designees shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined in a final order by a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law. The power of attorney set forth in this subsection 2.10B(ii) is irrevocable until all Obligations shall have been paid in full and the Commitments shall have terminatedapplicable financial institution.
(iii) In Notwithstanding the event that any Borrower receives any checkforegoing, cash(a) with respect to each of the zero-balance Deposit Accounts and other disbursement Deposit Accounts listed in Part B of Schedule 1(d) to the Security Agreement as in effect on the Closing Date, note or other instrument representing payment of an Account (other than any item delivered to a Lock Box), Borrowers shall hold such item in trust for Agent and Company shall, or shall cause its Subsidiaries to, enter into a Blocked Account Agreement (which Blocked Account Agreements shall not require an automatic daily transfer to the BTCo Account unless and until a notice is given by Agent) with the applicable financial institution within 60 days of the Closing Date, (b) with respect to each of the Deposit Accounts listed in Part C of Schedule 1(d) to the Security Agreement as soon in effect on the Closing Date, Company shall, or shall cause its Subsidiaries to, (1) enter into a Blocked Account Agreement (which Blocked Account Agreements shall require an automatic daily transfer to the BTCo Account) with the applicable financial institution within 30 days of the Closing Date and (2) transfer all amounts in each such Deposit Account into the BTCo Account on each Business Day unless the aggregate amount in such Deposit Account on such Business Day is less than $10,000, (c) with respect to each of the three U.K. Deposit Accounts of the U.K. division of Contico listed in Part D in Schedule 1(d) to the Security Agreement as practicable (in effect on the Closing Date, which Company represents are the only U.K. Deposit Accounts of Contico, Company and in any event within one Business Day) after receipt thereof, cause such item Contico shall not be required to be deposited enter into a Blocked Account Agreement or a Lock Box Account with any necessary endorsements.
Agreement so long as (iv1) Borrowers hereby agree(I) on or prior to the Closing Date, from and after such time, if any, as Agent Contico shall have notified Borrowers granted a charge on each such Deposit Account and the proceeds thereof pursuant to the U.K. Subsidiary Debenture and (II) within 30 days of the Closing Date, Company or Contico shall have caused each bank at which such Deposit Account is maintained to execute an acknowledgement in writing form and substance satisfactory to Agent, (2) Company shall cause Contico to at all times immediately transfer to a Concentration Account or to BTCo Account any amount in excess of (Pounds)100,000 in account number ▇▇▇▇▇▇▇▇ maintained at National Westminster Bank PLC or any amount in excess of (Pounds)100,000 in the aggregate in the other four U.K. Deposit Accounts of Contico (account numbers ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, 56470177 and 6786847 maintained at National Westminster Bank) and any other Deposit Account of any Loan Party in the U.K., and (3) Company shall cause Contico and Contico Manufacturing Limited to completely segregate their respective Deposit Accounts and their cash ledger systems in the U.K. within 30 days of the Closing Date such that the only funds in the U.K. Deposit Accounts of Contico are funds of Contico and Company shall have delivered an Officer's Certificate to Agent on or before such 30th day of the Closing Date certifying that it has complied with the provisions of this subsection 2.10B(ivclause (3), and (d) are with respect to become effective until such later timethe Canadian Deposit Account(s) listed in Part E in Schedule 1(d) to the Security Agreement as in effect on the Closing Date, if anyCompany shall cause its Subsidiaries to, as Agent shall have notified Borrowers within 30 days of the Closing Date, to enter into a Blocked Account Agreement in writing that such provisions are no longer form and substance satisfactory to be effective, not to deposit any monies into the Lock Box Accounts or to otherwise permit any monies to be deposited into any of such accounts, except payments received in respect of Borrowers' AccountsAgent.
Appears in 1 contract
Collection, Deposit and Transfer of Payments in Respect of Accounts. Borrowers Each Borrower shall, and shall cause each of its Subsidiaries to, maintain in effect at all times a system of accounts and procedures reasonably satisfactory to Agent for the collection and deposit of payments in respect of such Person's Accounts and the transfer of amounts so deposited to the BTCo applicable Concentration Account, BTCC Account and BT Canada Account. Without limiting the generality of the foregoing:
A. Maintenance of Lock Boxes and Boxes, Lock Box Accounts and Concentration Accounts.
(i) Except as permitted under subsection 2.10A(ii2.9A(ii), Borrowers each Borrower shall, and shall cause each of its Subsidiaries to, at all times maintain any Lock Boxes and Boxes, Lock Box Accounts and Concentration Accounts established pursuant to the terms of this Agreement and Agreement, the Lock Box Agreements and the Blocked Account Agreements, if any.
(ii) Borrowers Each Borrower shall not, and shall not permit any of its Subsidiaries to, close any Lock Box Account or Concentration Account or open a new Lock Box Account or Concentration Account unless it shall have (a) notified Agent in writing at least 30 days (or such lesser number of days as may be agreed to by Agent) prior to the proposed closing or opening and opening, (b) in the case of a new Lock Box Account, entered into a Lock Box Agreement with the applicable Lock Box Bank and (c) in the case of a new Other Bank Concentration Account, entered into a Blocked Account Agreement with the applicable Concentration Bank.
B. Collection and Deposit of Payments in Respect of Accounts.
(i) Borrowers shall deliver such notices to account debtors and take all such other actions as may reasonably be necessary to cause all payments in respect of such Person's Accounts to be made directly to a Lock Box.
(ii) Borrowers shall direct their authorized representatives pursuant to the terms of the applicable Lock Box Agreement, at least once on each Business Day, to retrieve all checks and other instruments delivered to a Lock Box and, as promptly as possible on the same Business Day so retrieved, to endorse for payment and deposit each such check or other instrument in the Lock Box Account related to such Lock Box. Notwithstanding the foregoing, from and after such time as Agent shall have notified Borrowers of its election to exercise its rights under this subsection 2.10B(ii), Borrowers' authorized representative shall not be permitted to retrieve any items from any Lock Box unless accompanied by a representative of Agent, and Borrowers hereby appoint Agent or any of its designees as Borrowers' attorneys-in-fact with powers, upon notification by Agent as aforesaid, to (a) access all Lock Boxes and (b) endorse for payment any checks or other instruments representing payment in respect of any Accounts of such Persons that are delivered to any Lock Box. All acts of said attorneys or designees are hereby ratified and approved, and said attorneys or designees shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined in a final order by a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law. The power of attorney set forth in this subsection 2.10B(ii) is irrevocable until all Obligations shall have been paid in full and the Commitments shall have terminated.
(iii) In the event that any Borrower receives any check, cash, note or other instrument representing payment of an Account (other than any item delivered to a Lock Box), Borrowers shall hold such item in trust for Agent and shall, as soon as practicable (and in any event within one Business Day) after receipt thereof, cause such item to be deposited into a Lock Box Account with any necessary endorsements.
(iv) Borrowers hereby agree, from and after such time, if any, as Agent shall have notified Borrowers in writing that the provisions of this subsection 2.10B(iv) are to become effective until such later time, if any, as Agent shall have notified Borrowers in writing that such provisions are no longer to be effective, not to deposit any monies into the Lock Box Accounts or to otherwise permit any monies to be deposited into any of such accounts, except payments received in respect of Borrowers' Accounts.
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