Collection of Accounts; Payments. (a) Within 120 days after the Closing Date, establish a Payment Account (the “Primary Payment Account”) subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent, into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited, and the Borrowers hereby agree that, if an Availability Triggering Event or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Event of Default, the power to give stop payment orders for any items being presented to such accounts for payment. (b) No later than 120 days after the Closing Date or such later time as the Administrative Agent shall agree, establish a lock‑box service for collections of Accounts at Clearing Banks reasonably acceptable to the Administrative Agent and, with respect to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Administrative Agent, subject to Blocked Account Agreements and other documentation reasonably acceptable to the Administrative Agent (provided, that Blocked Account Agreements and other documentation consistent in form and substance with the Blocked Account Agreements and documentation established in connection with the Existing Credit Agreement shall be acceptable to the Administrative Agent). The Borrowers shall instruct all new Account Debtors with respect to Accounts to make all payments directly to the address established for each such lock‑box service or electronically into such lockbox accounts. If, notwithstanding such instructions, any Borrower receives any proceeds of Accounts, it shall deliver such payments to the Collateral Agent or deposit them into the Primary Payment Account of another Payment Account established pursuant to this Section 5.14(b). All funds received in any Payment Account other than the Primary Payment Account shall be promptly transferred to the Primary Payment Account. During an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment Account or directly by the Borrowers or the Collateral Agent, and all funds in any Payment Account or other account to which such collections are deposited, shall be subject to the Collateral Agent’s exclusive dominion and control and withdrawals by the Borrowers shall not be permitted; provided, however, that, in the absence of an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment Account, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to direction as to application thereof and withdrawal by the Borrowers in the same manner as provided in Section 5.14(a) for the Primary Payment Account. The Collateral Agent or its designee may, at any time after the occurrence and during the continuation of an Event of Default, upon notice to the Borrowers, notify Account Debtors that the Accounts have been assigned to the Collateral Agent and of the Collateral Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default exists, the Borrowers, at the Collateral Agent’s request, shall execute and deliver to the Collateral Agent such documents as the Collateral Agent shall reasonably request to grant the Collateral Agent access to any post office box in which collections of Accounts are received. (c) If sales of Inventory are made or services are rendered by any of the Borrowers for cash, such Borrowers shall promptly deposit such cash into a Payment Account. (d) Except as otherwise provided in this Section 5.14, all payments received by the Collateral Agent in a bank account, an account separate from the Primary Payment Account, a Payment Account or a lock‑box account, designated by the Borrowers and the Collateral Agent will be credited to the Loan Account (conditional upon final collection) on the same day received (if received prior to 3:00 p.m., Local Time); provided that the Borrowers shall compensate the 117 Collateral Agent for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one day, on all uncollected funds credited to the Loan Account as provided by this Section 5.14(d). (e) In the event all of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Collateral Agent’s receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Loan Account (i) on the date of the Collateral Agent’s receipt of such funds if such funds are collected funds or other immediately available funds if received by 3:00 p.m. (New York, New York time) or (ii) one Business Day after the Collateral Agent’s receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such time.
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Collection of Accounts; Payments. (a) Within 120 days after the Closing Date, The Borrowers shall establish a Payment Account (lock-box service for collections of Accounts at a Clearing Bank reasonably acceptable to the “Primary Payment Account”) Lender and subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative AgentLender, or, as the Lender may elect, shall enter into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited, and the Borrowers hereby agree that, if an Availability Triggering Event or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has with a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Event of Default, the power to give stop payment orders for any items being presented to such accounts for payment.
(b) No later than 120 days after the Closing Date or such later time as the Administrative Agent shall agree, establish a lock‑box service for collections of Accounts at Clearing Banks Bank reasonably acceptable to the Administrative Agent and, with respect to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Administrative Agent, subject to Blocked Account Agreements and other documentation reasonably acceptable to the Administrative Agent (provided, that Blocked Account Agreements and other documentation consistent in form and substance with the Blocked Account Agreements and documentation established in connection with the Existing Credit Agreement shall be acceptable to the Administrative Agent)Lender. The Borrowers shall instruct all new Account Debtors with respect to Accounts to make all payments directly to the address established for each such lock‑box service lock-box service. If the Lender does not require that payments be delivered to a lock-box, or electronically into such lockbox accounts. If, if notwithstanding such instructions, any instructions a Borrower receives any proceeds of Accounts, it each Borrower shall receive such payments as the Lender's trustee, and shall immediately deliver such payments to the Collateral Agent Lender in their original form duly endorsed in blank or deposit them into a Payment Account, as the Primary Payment Account of another Payment Account established pursuant to this Section 5.14(b)Lender may direct. All funds received in any Payment Account other than the Primary Payment Account shall be promptly transferred to the Primary Payment Account. During an Availability Triggering Event or Specified Default, all collections received in any lock‑box lock-box or Payment Account or directly by the Borrowers or the Collateral Agent, and all funds in any Payment Account or other account to which such collections are deposited, shall be subject to the Collateral Agent’s exclusive dominion and control and withdrawals by the Borrowers shall not be permitted; provided, however, that, in the absence of an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment AccountLender, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to direction as to application thereof the Lender's sole control and withdrawal withdrawals by the Borrowers in the same manner as provided in Section 5.14(a) for the Primary Payment Accountshall not be permitted. The Collateral Agent Lender or its the Lender's designee may, at any time after the occurrence and during the continuation of an Event of Default, upon notice to the Borrowers, notify Account Debtors that the Accounts have been assigned to the Collateral Agent Lender and of the Collateral Agent’s Lender's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. So long as an Event of Default exists, the The Borrowers, at the Collateral Agent’s Lender's request, shall execute and deliver to the Collateral Agent Lender such documents as the Collateral Agent Lender shall reasonably request require to grant the Collateral Agent Lender access to any post office box in which collections of Accounts are received.
(cb) If sales of Inventory are made or services are rendered by any of the Borrowers for cash, such the Borrowers shall promptly immediately deliver to the Lender or deposit such cash into a Payment AccountAccount the cash which any Borrower receives.
(dc) Except as otherwise provided in this Section 5.14, all All payments including immediately available funds received by the Collateral Agent in Lender at a bank account, an account separate from the Primary Payment Account, a Payment Account or a lock‑box account, designated by it will be the Borrowers Lender's sole property and the Collateral Agent will be credited to the Borrower's Loan Account (conditional upon final collection) on the same day received (if received prior to 3:00 p.m., Local Time); provided that the Borrowers shall compensate the 117 Collateral Agent for the cost upon receipt of collection and clearance of remittances applied to the Loan Account, including interest for one day, on all uncollected funds credited to the Loan Account as provided by this Section 5.14(d)good funds.
(ed) In the event the Borrowers repay all of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Collateral Agent’s Lender's receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account (i) on after the date of the Collateral Agent’s Lender's receipt of such funds if such funds are collected funds or other immediately available funds if received by 3:00 p.m. (New York, New York time) or (ii) one Business Day after the Collateral Agent’s receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such timegood funds.
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Collection of Accounts; Payments. (a) Within 120 days after Until the Closing DateLender notifies the Borrowers to the contrary, establish the Borrowers shall make collection of all Accounts and other Collateral for the Lender, shall receive all payments as the Lender's trustee, and shall immediately deliver all payments to the Lender in their original form duly endorsed in blank or deposit them into a Payment Account (established at the “Primary Payment Account”) subject to a Blocked Account Agreement and other documentation reasonably acceptable to Lender's request, as the Administrative Agent, into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited, and the Borrowers hereby agree that, if an Availability Triggering Event or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investmentdirect. If an Availability Triggering Event or Specified Default has occurred and is continuingthe Lender requests, (i) the Collateral Agent each Borrower shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Event of Default, the power to give stop payment orders for any items being presented to such accounts for payment.
(b) No later than 120 days after the Closing Date or such later time as the Administrative Agent shall agree, establish a lock‑box lock-box service for collections of Accounts at Clearing Banks reasonably a bank mutually acceptable to the Administrative Agent and, with respect Lender and such Borrower and pursuant to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Administrative Agent, subject to Blocked Account Agreements and other documentation reasonably acceptable satisfactory to the Administrative Agent (providedLender. If such lock-box service is established, that Blocked Account Agreements and other documentation consistent in form and substance with the Blocked Account Agreements and documentation established in connection with the Existing Credit Agreement shall be acceptable to the Administrative Agent). The Borrowers such Borrower shall instruct all new Account Debtors with respect to Accounts to make all payments directly to the address established for each such lock‑box service or electronically into such lockbox accountsservice. If, notwithstanding such instructions, any such Borrower receives any proceeds Proceeds of Accounts, it shall receive such payments as the Lender's trustee and shall immediately deliver such payments to the Collateral Agent Lender in their original form duly endorsed in blank or deposit them into a Payment Account, as the Primary Payment Account of another Payment Account established pursuant to this Section 5.14(b)Lender may direct. All funds received in any Payment Account other than the Primary Payment Account shall be promptly transferred to the Primary Payment Account. During an Availability Triggering Event or Specified Default, all collections received in any lock‑box such lock box or Payment Account or directly by the Borrowers a Borrower or the Collateral AgentLender, and all funds in any Payment Account or other account to which such collections are deposited, shall be the sole property of the Lender and subject to the Collateral Agent’s exclusive dominion and control and withdrawals by the Borrowers shall not be permitted; provided, however, that, in the absence of an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment Account, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to direction as to application thereof and withdrawal by the Borrowers in the same manner as provided in Section 5.14(a) for the Primary Payment AccountLender's sole control. The Collateral Agent Lender or its the Lender's designee may, at any time after the occurrence and during the continuation of an Event of Default, upon notice to the Borrowerstime, notify Account Debtors obligors that the Accounts have been assigned to the Collateral Agent Lender and of the Collateral Agent’s security interest Security Interest therein, and may collect them directly directly, and charge the collection costs and expenses to the Loan Account relevant Borrower's loan account as a Revolving Loan. So long as an Event of Default existsAt the Lender's request, the Borrowers, at the Collateral Agent’s request, relevant Borrower shall execute and deliver to the Collateral Agent Lender such documents as the Collateral Agent Lender shall reasonably request require to grant the Collateral Agent Lender access to any post office box in which collections of Accounts are received.
(cb) If sales of Inventory are made or services are rendered by any of the Borrowers for cash, such Borrowers the relevant Borrower shall promptly deposit such cash immediately deliver to the Lender or cause to be deposited into a Payment AccountAccount the identical checks, cash, or other forms of payment which such Borrower receives.
(c) All payments received by the Lender on account of Accounts or as Proceeds of other Collateral shall be the Lender's sole property. Collected funds received in the Lender's account by 1:00 p.m. (New York City time) on any day shall be credited to the relevant Borrower's loan account on such day.
(d) Except as otherwise provided in this Section 5.14, all payments received by the Collateral Agent in a bank account, an account separate from the Primary Payment Account, a Payment Account or a lock‑box account, designated by the Borrowers and the Collateral Agent will be credited to the Loan Account (conditional upon final collection) on the same day received (if received prior to 3:00 p.m., Local Time); provided that the Borrowers shall compensate the 117 Collateral Agent for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one day, on all uncollected funds credited to the Loan Account as provided by this Section 5.14(d).
(e) In the event the Borrowers repay all of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) are repaid upon the termination of this Agreement or upon acceleration of the ObligationsAgreement, other than through the Collateral Agent’s Lender's receipt of payments on account of the Accounts or proceeds Proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Loan Account (i) on the date of the Collateral Agent’s receipt of such funds if such funds are collected funds or other immediately available funds if received by 3:00 p.m. (New York, New York time) or (ii) relevant Borrower's loan account one Business Day after the Collateral Agent’s Lender's receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such timethereof.
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Collection of Accounts; Payments. (a) Within 120 days after the Closing Date, establish a Payment Account (the “Primary Payment Account”) subject to a Blocked Account Agreement The Borrower shall maintain lock-box accounts and other documentation lock-box arrangements reasonably satisfactory to the Agent with such banks as are reasonably acceptable to the Administrative Agent, into Agent to which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited, and the Borrowers hereby agree that, if an Availability Triggering Event or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent Debtors shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Event of Default, the power to give stop payment orders for any items being presented to such accounts for payment.
(b) No later than 120 days after the Closing Date or such later time as the Administrative Agent shall agree, establish a lock‑box service for collections of Accounts at Clearing Banks reasonably acceptable to the Administrative Agent and, with respect to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Administrative Agent, subject to Blocked Account Agreements and other documentation reasonably acceptable to the Administrative Agent (provided, that Blocked Account Agreements and other documentation consistent in form and substance with the Blocked Account Agreements and documentation established in connection with the Existing Credit Agreement shall be acceptable to the Administrative Agent). The Borrowers shall instruct all new Account Debtors with respect to Accounts instructed to make all payments directly to the address established for each such lock‑box service or electronically into such lockbox accountson Accounts. If, notwithstanding such instructions, any the Borrower receives any proceeds payments with respect to Accounts or, subject to the terms of the Intercreditor Agreement with respect to Secured Sale/Leaseback Collateral or Shared Collateral, if the Borrower receives any payments on account of Inventory and other Collateral or any other payments from whatever source (other than immaterial amounts not to exceed $50,000 in the aggregate at any one time), whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise (collectively all of the foregoing, including without limitation, payments with respect to Accounts, it shall deliver referred to herein as "Payments"), the Borrower will, at its own cost and expense, cause all such payments Payments to be deposited not less often than daily in one of the Collateral Agent lock-box accounts referred to above or deposit them into the Primary in a Payment Account of another Payment Account established pursuant to this Section 5.14(b)Account. All funds received in any Payment Account other than the Primary Payment Account such lock-box accounts shall be promptly transferred on each Business Day to one or more concentration accounts designated by the Agent with a bank reasonably acceptable to the Primary Payment AccountAgent. During an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment Account or directly Each bank requested by the Borrowers Agent at which a lock-box account is maintained and each bank at which a concentration account referred to in the immediately preceding sentence is maintained shall execute and deliver to the Agent such agreements, in form and substance satisfactory to the Agent, as the Agent shall request with respect to such accounts, including, without limitation, with respect to prohibitions on the Borrower withdrawing funds from such accounts or otherwise directing or modifying actions with respect to such accounts. Each agreement with a bank at which a concentration account is established shall provide, among other things, that all funds deposited into such account shall be transferred directly to the Agent on a daily basis. The Agent or the Collateral Agent, and all funds in any Payment Account or other account to which such collections are deposited, shall be subject to the Collateral Agent’s exclusive dominion and control and withdrawals by the Borrowers shall not be permitted; provided, however, that, in the absence of an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment Account, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to direction as to application thereof and withdrawal by the Borrowers in the same manner as provided in Section 5.14(a) for the Primary Payment Account. The Collateral Agent or its 's designee may, at any time after the occurrence and during the continuation continuance of a Default or an Event of Default, upon notice to the Borrowers, notify Account Debtors that the Accounts have been assigned to the Collateral Agent and of the Collateral Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. So long as an Event of Default existshas occurred and is continuing, the BorrowersBorrower, at the Collateral Agent’s 's request, shall execute and deliver to the Collateral Agent such documents as the Collateral Agent shall reasonably request requires to grant the Collateral Agent access to any post office box in which collections of Accounts are received.
(ca) If sales of Inventory are made or services are rendered by any of the Borrowers for cash, such Borrowers the Borrower shall promptly immediately deliver to the Agent or deposit such cash into a Payment AccountAccount the cash which the Borrower receives.
(db) Except as otherwise provided in this Section 5.14All payments, all payments including immediately available funds received by the Collateral Agent in at a bank account, an account separate from the Primary Payment Account, a Payment Account or a lock‑box account, designated by it, received by the Borrowers Agent on account of Accounts or as proceeds of other Collateral (other than Secured Sale/Leaseback Collateral and Shared Collateral except as provided in the Intercreditor Agreement) will be the Agent's sole property for its benefit and the Collateral Agent benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection) on the same day Business Day following receipt by the Agent (except for any such payments received by the Agent by 1:00 p.m. (if received prior to 3:00 p.m.New York time) on a Business Day, Local Time); provided that the Borrowers in which case such payments shall compensate the 117 Collateral Agent for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one day, on all uncollected funds be credited to the Borrower's Loan Account (conditional upon final collection) on the Business Day received by the Agent; it being agreed that, except as otherwise provided herein (including, in any event, Section 6.9(d)), any such payments which the Borrower has notified the Agent prior to 12:00 noon (New York time) on a Business Day that such payment will be received by the Agent via wire transfer prior to 4:00 p.m. (New York time) on such Business Day shall be deemed to be received by the Agent for this purpose prior to 1:00 p.m. (New York time) on such Business Day, but only if such payment is actually received by the Agent via wire transfer no later than 4:00 p.m. (New York time) on such Business Day and the Borrower hereby agrees to indemnify and hold harmless the Agent and each Lender from and against any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties, costs or expenses incurred by the Agent or such Lender in the event such payment is not actually received by the Agent via wire transfer by such time); provided, however, that such payments shall be deemed to be credited to the Borrower's Loan Account immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the unused line fee pursuant to Section 5.14(d3.5, and (iii) calculating the amount of interest to be distributed by the Agent to the Lenders (but not the amount of interest payable by the Borrower).
(ec) In the event the Borrower repays all of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Collateral Agent’s 's receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account one (i1) on Business Day after the date of the Collateral Agent’s 's receipt of such funds if (except for any such funds are collected funds or other immediately available funds if payment received by 3:00 the Agent by 1:00 p.m. (New York, New York time) or on a Business Day, in which case such payment shall be credited to the Borrower's Loan Account (iiconditional upon final collection) one on the Business Day after received by the Collateral Agent’s receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such time).
Appears in 1 contract
Sources: Loan and Security Agreement (Sweetheart Holdings Inc \De\)
Collection of Accounts; Payments. (a) Within 120 days after the Closing Date, establish a Payment Account (the “Primary Payment Account”) subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent, into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited, and the Borrowers hereby agree that, if an Availability Triggering Event or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Event of Default, the power to give stop payment orders for any items being presented to such accounts for payment.
(b) No later than 120 days after the Closing Date or such later time as the Administrative Agent shall agree, establish a lock‑box lock-box service for collections of Accounts at Clearing Banks reasonably acceptable to the Administrative Agent and, with respect to bank NYDOCS01/▇▇▇▇▇▇▇.12 ▇▇▇▇▇ – A&R Revolving Credit Agreement accounts with Clearing Banks other than the Collateral Agent, if requested by the Administrative Agent, subject to Blocked Account Agreements and other documentation reasonably acceptable to the Administrative Agent (provided, that Blocked Account Agreements and other documentation consistent in form and substance with the Blocked Account Agreements and documentation established in connection with the Existing Credit Agreement shall be acceptable to the Administrative Agent). The Borrowers shall instruct all new Account Debtors with respect to Accounts to make all payments directly to the address established for each such lock‑box lock-box service or electronically into such lockbox accounts. If, notwithstanding such instructions, any Borrower receives any proceeds of Accounts, it shall deliver such payments to the Collateral Agent or deposit them into the Primary Payment Account of another Payment Account established pursuant to this Section 5.14(b). All funds received in any Payment Account other than the Primary Payment Account shall be promptly transferred to the Primary Payment Account. During an Availability Triggering Event or Specified Default, all collections received in any lock‑box lock-box or Payment Account or directly by the Borrowers or the Collateral Agent, and all funds in any Payment Account or other account to which such collections are deposited, shall be subject to the Collateral Agent’s exclusive dominion and control and withdrawals by the Borrowers shall not be permitted; provided, however, that, in the absence of an Availability Triggering Event or Specified Default, all collections received in any lock‑box lock-box or Payment Account, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to direction as to application thereof and withdrawal by the Borrowers in the same manner as provided in Section 5.14(a) for the Primary Payment Account. The Collateral Agent or its designee may, at any time after the occurrence and during the continuation of an Event of Default, upon notice to the Borrowers, notify Account Debtors that the Accounts have been assigned to the Collateral Agent and of the Collateral Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default exists, the Borrowers, at the Collateral Agent’s request, shall execute and deliver to the Collateral Agent such documents as the Collateral Agent shall reasonably request to grant the Collateral Agent access to any post office box in which collections of Accounts are received.
(c) If sales of Inventory are made or services are rendered by any of the Borrowers for cash, such Borrowers shall promptly deposit such cash into a Payment Account.
(d) Except as otherwise provided in this Section 5.14, all payments received by the Collateral Agent in a bank account, an account separate from the Primary Payment Account, a Payment Account or a lock‑box lock-box account, designated by the Borrowers and the Collateral Agent will be credited to the Loan Account (conditional upon final collection) on the same day received (if received prior to 3:00 p.m., Local Time); provided that the Borrowers shall compensate the 117 Collateral Agent for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one day, on all uncollected funds credited to the Loan Account as provided by this Section 5.14(d).
(e) In the event all of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Collateral Agent’s receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Loan Account (i) on the date of the Collateral Agent’s receipt of such funds if such funds are collected funds or other immediately available funds if received by 3:00 p.m. (New York, New York time) or (ii) one Business Day after the Collateral Agent’s receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such time.
Appears in 1 contract
Collection of Accounts; Payments. (a) Within 120 days after On or prior to the Closing Datedate hereof, each Grantor shall establish a Payment Account (service for collections of Accounts at a Clearing Bank acceptable to the “Primary Payment Account”) Lender and subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent, into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited, and the Borrowers hereby agree that, if an Availability Triggering Event or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment AccountLender. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Event of Default, the power to give stop payment orders for any items being presented to such accounts for payment.
(b) No later than 120 days after the Closing Date or such later time as the Administrative Agent shall agree, establish a lock‑box service for collections of Accounts at Clearing Banks reasonably acceptable to the Administrative Agent and, with respect to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Administrative Agent, subject to Blocked Account Agreements and other documentation reasonably acceptable to the Administrative Agent (provided, that Blocked Account Agreements and other documentation consistent in form and substance with the Blocked Account Agreements and documentation established in connection with the Existing Credit Agreement shall be acceptable to the Administrative Agent). The Borrowers Each Grantor shall instruct all new Account Debtors with respect to Accounts to make all payments directly to the address established for each such lock‑box service or electronically into such lockbox accountsservice. If, notwithstanding such instructions, any Borrower a Grantor receives any proceeds of Accounts, it shall immediately deliver such payments to the Collateral Agent Lender in their original form duly endorsed in blank or deposit them into the Primary a Payment Account of another Payment Account established pursuant to this Section 5.14(b)Account. All funds collections received in any Payment Account other than the Primary Payment Account shall be promptly transferred to the Primary Payment Account. During an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment Account or directly by the Borrowers a Grantor or the Collateral Agent, and all funds in any Payment Account or other account to which such collections are deposited, shall be subject to the Collateral Agent’s exclusive dominion and control and withdrawals by the Borrowers shall not be permitted; provided, however, that, in the absence of an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment AccountLender, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to direction as such Grantor’s control unless a Cash Dominion Trigger Period exists, in which case the Lender shall be the only Person entitled to give the Clearing Bank instructions directing dispositions of funds in such Payment Account or other account to which such collections are deposited without further consent by such Grantor; provided, that, if a Cash Dominion Trigger Period exists and no Event of Default has occurred and is continuing, the Lender shall make available to the Grantors any funds in such Payment Account after application thereof and withdrawal by of such funds to the Borrowers in the same manner as provided in Section 5.14(a) for the Primary Payment Accountrepayment of any outstanding Revolving Loans. The Collateral Agent Lender or its the Lender’s designee may, at any time after the occurrence and during the continuation continuance of an Event of Default, upon notice to the Borrowers, notify Account Debtors that the Grantors’ Accounts have been assigned to the Collateral Agent Lender and of the Collateral AgentLender’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default existshas occurred and is continuing, the Borrowerseach Grantor, at the Collateral AgentLender’s request, shall execute and deliver to the Collateral Agent Lender such documents as the Collateral Agent Lender shall reasonably request require to grant the Collateral Agent Lender access to any post office box in which collections of Accounts are received.
(cb) If sales of any Grantor’s Inventory are made or services are rendered by any of the Borrowers for cash, such Borrowers Grantor shall promptly immediately deliver to the Lender or deposit such cash into a Payment AccountAccount the cash which such Grantor receives.
(dc) Except as otherwise provided in this Section 5.14, all All payments including immediately available funds received by the Collateral Agent in Lender at a bank account, an account separate from the Primary Payment Account, a Payment Account or a lock‑box account, designated by it, will be the Borrowers Lender’s sole property for its benefit and the Collateral Agent will be credited to the Loan Account (conditional upon final collection) on the same day received (if received prior to 3:00 p.m., Local Time); provided that the Borrowers shall compensate the 117 Collateral Agent for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one day, on all uncollected funds credited to the Loan Account as provided by this Section 5.14(d).
(e) In the event all of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Collateral Agent’s receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Loan Account (i) on the date of the Collateral Agent’s receipt of such funds if such funds are collected funds or other immediately available funds if received by 3:00 p.m. (New York, New York time) or (ii) one Business Day after the Collateral Agent’s receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such time.
Appears in 1 contract
Sources: Credit Agreement (Remedytemp Inc)
Collection of Accounts; Payments. (a) Within 120 days Until the Collateral Agent notifies the Grantors to the contrary, the Grantors shall make collection of all Accounts and other Collateral for the Collateral Agent, shall receive all payments as the Collateral Agent’s trustee, and shall promptly (and in any event within one Business Day after the Closing Date, establish receipt thereof) deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of the Grantors at a Clearing Bank acceptable to the Collateral Agent, which Payment Account shall be subject to a Blocked Account Agreement. All funds in any Payment Account shall be subject to the Collateral Agent’s sole control, and withdrawals by the Grantors shall not be permitted.
(b) Promptly following the “Primary Payment Account”request of the Collateral Agent, (i) the Grantors shall establish a lock-box service for collections of Accounts at a Clearing Bank acceptable to the Collateral Agent and subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Collateral Agent, into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited, and the Borrowers hereby agree that, if an Availability Triggering Event or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Event of Default, the power to give stop payment orders for any items being presented to such accounts for payment.
(b) No later than 120 days after the Closing Date or such later time as the Administrative Agent shall agree, establish a lock‑box service for collections of Accounts at Clearing Banks reasonably acceptable to the Administrative Agent and, with respect to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Administrative Agent, subject to Blocked Account Agreements and other documentation reasonably acceptable to the Administrative Agent (provided, that Blocked Account Agreements and other documentation consistent in form and substance with the Blocked Account Agreements and documentation established in connection with the Existing Credit Agreement shall be acceptable to the Administrative Agent). The Borrowers Grantors shall instruct all new Account Debtors with respect to Accounts to make all payments directly to the address established for each such lock‑box service or electronically into such lockbox accountsservice. If, notwithstanding such instructions, any Borrower Grantor receives any proceeds of Accounts, it shall receive such payments as the Collateral Agent’s trustee, and shall immediately deliver such payments to the Collateral Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Primary Payment Account of another Payment Account established pursuant to this Section 5.14(b)Collateral Agent may direct. All funds received in any Payment Account other than the Primary Payment Account shall be promptly transferred to the Primary Payment Account. During an Availability Triggering Event or Specified Default, all collections received in any lock‑box lock-box or Payment Account or directly by the Borrowers any Grantor or the Collateral Agent, and all funds in any Payment Account or other account to which such collections are deposited, shall be subject to the Collateral Agent’s exclusive dominion and control and withdrawals by the Borrowers shall not be permitted; provided, however, that, in the absence of an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment Account, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to direction as to application thereof the Collateral Agent’s sole control, and withdrawal withdrawals by the Borrowers in the same manner as provided in Section 5.14(aGrantors shall not be permitted.
(c) for the Primary Payment Account. The Collateral Agent or its the Collateral Agent’s designee may, at any time after the occurrence and during the continuation of an Event of Default, upon notice to the Borrowers, notify Account Debtors that the Accounts have been assigned to the Collateral Agent and of the Collateral Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default existshas occurred and is continuing, the BorrowersGrantors, at the Collateral Agent’s request, shall execute and deliver to the Collateral Agent such documents as the Collateral Agent shall reasonably request require to grant the Collateral Agent access to any post office box in which collections of Accounts are received.
(cd) If sales of Inventory are made or services are rendered by any of the Borrowers for cash, such Borrowers the Grantors shall promptly immediately deliver to the Collateral Agent or deposit such cash into a Payment AccountAccount the cash which the Grantors receive.
(de) Except as otherwise provided in this Section 5.14, all All payments including immediately available funds received by the Collateral Agent in at a bank account, an account separate from the Primary Payment Account, a Payment Account or a lock‑box account, designated by it, will be the Borrowers Collateral Agent’s sole property for its benefit and the Collateral Agent benefit of the Lenders and will be credited to the Loan Account (conditional upon final collection) on the same day received after allowing one (if received prior 1) Business Days for collection; provided, however, that such payments shall be deemed to 3:00 p.m., Local Time); provided that the Borrowers shall compensate the 117 Collateral Agent for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one day, on all uncollected funds be credited to the Loan Account as provided by this Section 5.14(d).
(e) In the event all immediately upon receipt for purposes of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Collateral Agent’s receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Loan Account (i) on the date of the Collateral Agent’s receipt of such funds if such funds are collected funds or other immediately available funds if received by 3:00 p.m. (New Yorkdetermining Availability, New York time) or (ii) one Business Day after calculating the Unused Line Fee pursuant to Section 2.5 of the Credit Agreement, and (iii) calculating the amount of interest accrued thereon solely for purposes of determining the amount of interest to be distributed by the Collateral Agent’s receipt Agent to the Lenders (but not the amount of such funds if such funds are uncollected funds or collected or immediately available funds received after such timeinterest payable by the Grantors).
Appears in 1 contract
Collection of Accounts; Payments. (a) Within 120 days after the Closing Date(x) The U.S. Borrower shall, establish a and shall cause each U.S. Subsidiary Loan Party to, maintain each Payment Account (the “Primary U.S. Payment Accounts”) (other than any Excluded Account”) subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent, into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement), in each case with respect to the U.S. Loan Parties, will be deposited, (y) the Canadian Borrower shall, and shall cause each Canadian Subsidiary Loan Party to, maintain each Payment Account (the “Canadian Payments Accounts”) (other than any Excluded Account) subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent, into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement), in each case with respect to the Canadian Loan Parties, will be deposited, and (z) the Borrowers Loan Parties hereby agree that, if an Availability Triggering Event or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary such Payment AccountAccounts. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary each such Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary such Payment Account; provided that all funds withdrawn from the Primary such Payment Account Accounts will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Combined Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the Primary U.S. Payment Account Accounts and Canadian Payment Accounts to the outstanding U.S. Loans and Canadian Revolving Loans, respectively, as provided in Section 5.02 of the U.S. Collateral Agreement or Section 5.02 of the Canadian Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers Loan Parties shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account Accounts nor shall any Borrower Loan Party be entitled to close the Primary any Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers Loan Parties may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the BorrowersLoan Parties. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment AccountAccounts, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Event of Default, the power to give stop payment orders for any items being presented to such accounts for payment.
(b) No later than 120 days after the Closing Date or such later time as the Administrative Agent shall agree, establish a lock‑box service for collections of Accounts at Clearing Banks reasonably acceptable to the Administrative Agent and, with respect to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Administrative Agent, subject to Blocked Account Agreements and other documentation reasonably acceptable to the Administrative Agent (provided, that Blocked Account Agreements and other documentation consistent in form and substance with the Blocked Account Agreements and documentation established in connection with the Existing Credit Agreement shall be acceptable to the Administrative Agent). The Borrowers shall instruct all new Account Debtors with respect to Accounts to make all payments directly to the address established for each such lock‑box service or electronically into such lockbox accounts. If, notwithstanding such instructions, any Borrower receives any proceeds of Accounts, it shall deliver such payments to the Collateral Agent or deposit them into the Primary Payment Account of another Payment Account established pursuant to this Section 5.14(b). All funds received in any Payment Account other than the Primary Payment Account shall be promptly transferred to the Primary Payment Account. During an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment Account or directly by the Borrowers or the Collateral Agent, and all funds in any Payment Account or other account to which such collections are deposited, shall be subject to the Collateral Agent’s exclusive dominion and control and withdrawals by the Borrowers shall not be permitted; provided, however, that, in the absence of an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment Account, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to direction as to application thereof and withdrawal by the Borrowers in the same manner as provided in Section 5.14(a) for the Primary Payment Account. The Collateral Agent or its designee may, at any time after the occurrence and during the continuation of an Event of Default, upon notice to the Borrowers, notify Account Debtors that the Accounts have been assigned to the Collateral Agent and of the Collateral Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default exists, the Borrowers, at the Collateral Agent’s request, shall execute and deliver to the Collateral Agent such documents as the Collateral Agent shall reasonably request to grant the Collateral Agent access to any post office box in which collections of Accounts are received.
(c) If sales of Inventory are made or services are rendered by any of the Borrowers for cash, such Borrowers shall promptly deposit such cash into a Payment Account.
(d) Except as otherwise provided in this Section 5.14, all payments received by the Collateral Agent in a bank account, an account separate from the Primary Payment Account, a Payment Account or a lock‑box account, designated by the Borrowers and the Collateral Agent will be credited to the Loan Account (conditional upon final collection) on the same day received (if received prior to 3:00 p.m., Local Time); provided that the Borrowers shall compensate the 117 Collateral Agent for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one day, on all uncollected funds credited to the Loan Account as provided by this Section 5.14(d).
(e) In the event all of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Collateral Agent’s receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Loan Account (i) on the date of the Collateral Agent’s receipt of such funds if such funds are collected funds or other immediately available funds if received by 3:00 p.m. (New York, New York time) or (ii) one Business Day after the Collateral Agent’s receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such time.
Appears in 1 contract
Sources: Revolving Credit Agreement (Berry Global Group, Inc.)
Collection of Accounts; Payments. (a) Within 120 days after Effective on the Closing Date, Date the Loan Parties shall establish a Payment Account (the “Primary Payment Account”) subject to a Blocked Account Agreement and other documentation reasonably acceptable to with the Administrative Agent, Collateral Agent into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited, and the Borrowers Loan Parties hereby agree that, if during an Availability Triggering Event or Specified Default has occurred and is continuingEvent, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account; provided, however, that, in the absence of an Availability Triggering Event, the Loan Parties will have exclusive control over the Primary Payment Account. In the absence of During an Availability Triggering Event or Specified DefaultEvent, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent Agents shall have the right to apply collections received into the Primary Payment Account to the outstanding Revolving Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds. During an Availability Triggering Event, and (ii) the Borrowers Loan Parties shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower they be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers Loan Parties may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any an Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the BorrowersLoan Parties. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Event of Default, the power to give stop payment orders for any items being presented to such accounts for payment.
(b) No later than 120 ninety (90) days after from the Closing Date or such later time as the Administrative Collateral Agent shall agree, the Loan Parties shall establish a lock‑box lock-box service for collections of Accounts at Clearing Banks reasonably acceptable to the Administrative Collateral Agent and, with respect to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Administrative Collateral Agent, subject to Blocked Account Agreements and other documentation reasonably acceptable to the Administrative Agent (provided, that Blocked Account Agreements and other documentation consistent in form and substance with the Blocked Account Agreements and documentation established in connection with the Existing Credit Agreement shall be acceptable to the Administrative Collateral Agent). The Borrowers Loan Parties shall instruct all new Account Debtors with respect to Accounts to make all payments directly to the address established for each such lock‑box lock-box service or electronically into such lockbox lock-box accounts. If, notwithstanding such instructions, any Borrower Loan Party receives any proceeds of Accounts, it shall deliver such payments to the Collateral Agent or deposit them into the Primary Payment Account of another Payment Account established pursuant to this Section 5.14(b). All funds received in any Payment Account other than the Primary Payment Account shall be promptly transferred to the Primary a Payment Account. During an Availability Triggering Event or Specified DefaultEvent, all collections received in any lock‑box lock-box or Payment Account or directly by the Borrowers any Borrower or the Collateral Agent, and all funds in any Payment Account or other account to which such collections are deposited, deposited shall be subject to the Collateral Agent’s exclusive dominion and sole control and withdrawals by the Borrowers any Borrower shall not be permitted; provided, however, that, in the absence of an Availability Triggering Event or Specified DefaultEvent, all collections received in any lock‑box lock-box or Payment Account, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to direction as to application thereof and withdrawal by the Borrowers in the same manner as provided in Section 5.14(a) for the Primary Payment AccountBorrower’s sole control. The Collateral Agent or its designee may, at any time after the occurrence and during the continuation of an Event of Default, upon notice to the BorrowersParent, notify Account Debtors that the Accounts have been assigned to the Collateral Agent and of the Collateral Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default exists, the Borrowers, at the Collateral Agent’s request, shall execute and deliver to the Collateral Agent such documents as the Collateral Agent shall reasonably request to grant the Collateral Agent access to any post office box in which collections of Accounts are received.
(c) If sales of Inventory are made or services are rendered by any of the Borrowers Loan Party for cash, such Borrowers Loan Party shall promptly deposit such cash into a Payment Account.
(d) Except as otherwise provided in this Section 5.146.9, all payments received by the Collateral Agent in a bank account, an account separate from the Primary Payment Account, a Payment Account or a lock‑box lock-box account, designated by the Borrowers Loan Parties and the Collateral Agent will be credited to the Loan Account (conditional upon final collection) on the same day received (if received prior to 3:00 p.m.p.m. (New York, Local TimeNew York time)); provided that the Borrowers Loan Parties shall compensate the 117 Collateral Agent for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one (1) day, on all uncollected funds credited to the Loan Account as provided by this Section 5.14(d6.9(d).
(e) In the event all of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Collateral Agent’s receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Loan Account (i) on the date of the Collateral Agent’s receipt of such funds if such funds are collected funds or other immediately available funds if received by 3:00 p.m. (New York, New York time) or (ii) one (1) Business Day after the Collateral Agent’s receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such time.
Appears in 1 contract
Sources: Loan and Security Agreement (Metals USA Plates & Shapes Southcentral, Inc.)
Collection of Accounts; Payments. (a) Within 120 days after the Closing Date, establish a Payment Account (the “Primary Payment Account”) subject to a Blocked Account Agreement The Borrower shall maintain lock-box accounts and other documentation lock-box arrangements reasonably satisfactory to the Agent with such banks as are reasonably acceptable to the Administrative Agent, into Agent to which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited, and the Borrowers hereby agree that, if an Availability Triggering Event or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent Debtors shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Event of Default, the power to give stop payment orders for any items being presented to such accounts for payment.
(b) No later than 120 days after the Closing Date or such later time as the Administrative Agent shall agree, establish a lock‑box service for collections of Accounts at Clearing Banks reasonably acceptable to the Administrative Agent and, with respect to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Administrative Agent, subject to Blocked Account Agreements and other documentation reasonably acceptable to the Administrative Agent (provided, that Blocked Account Agreements and other documentation consistent in form and substance with the Blocked Account Agreements and documentation established in connection with the Existing Credit Agreement shall be acceptable to the Administrative Agent). The Borrowers shall instruct all new Account Debtors with respect to Accounts instructed to make all payments directly to the address established for each such lock‑box service or electronically into such lockbox accountson Accounts. If, notwithstanding such instructions, any the Borrower receives any proceeds payments with respect to Accounts or, subject to the terms of the Intercreditor Agreement with respect to Secured Sale/Leaseback Collateral or Shared Collateral, if the Borrower receives any payments on account of Inventory and other Collateral or any other payments from whatever source (other than immaterial amounts not to exceed $50,000 in the aggregate at any one time), whether in the form of cash, checks, notes, drafts, bills of exchange, money orders or otherwise (collectively all of the foregoing, including without limitation, payments with respect to Accounts, it shall deliver referred to herein as "Payments"), the Borrower will, at its own cost and expense, cause all such payments Payments to be deposited not less often than daily in one of the Collateral Agent lock-box accounts referred to above or deposit them into the Primary in a Payment Account of another Payment Account established pursuant to this Section 5.14(b)Account. All funds received in any Payment Account other than the Primary Payment Account such lock-box accounts shall be promptly transferred on each Business Day to one or more concentration accounts designated by the Agent with a bank reasonably acceptable to the Primary Payment AccountAgent. During an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment Account or directly Each bank requested by the Borrowers Agent at which a lock-box account is maintained and each bank at which a concentration account referred to in the immediately preceding sentence is maintained shall execute and deliver to the Agent such agreements, in form and substance satisfactory to the Agent, as the Agent shall request with respect to such accounts, including, without limitation, with respect to prohibitions on the Borrower withdrawing funds from such accounts or otherwise directing or modifying actions with respect to such accounts. Each agreement with a bank at which a concentration account is established shall provide, among other things, that all funds deposited into such account shall be transferred directly to the Agent on a daily basis. The Agent or the Collateral Agent, and all funds in any Payment Account or other account to which such collections are deposited, shall be subject to the Collateral Agent’s exclusive dominion and control and withdrawals by the Borrowers shall not be permitted; provided, however, that, in the absence of an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment Account, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to direction as to application thereof and withdrawal by the Borrowers in the same manner as provided in Section 5.14(a) for the Primary Payment Account. The Collateral Agent or its 's designee may, at any time after the occurrence and during the continuation continuance of a Default or an Event of Default, upon notice to the Borrowers, notify Account Debtors that the Accounts have been assigned to the Collateral Agent and of the Collateral Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. So long as an Event of Default existshas occurred and is continuing, the BorrowersBorrower, at the Collateral Agent’s 's request, shall execute and deliver to the Collateral Agent such documents as the Collateral Agent shall reasonably request requires to grant the Collateral Agent access to any post office box in which collections of Accounts are received.
(cb) If sales of Inventory are made or services are rendered by any of the Borrowers for cash, such Borrowers the Borrower shall promptly deposit such cash immediately deliver to the Agent or deposi into a Payment AccountAccount the cash which the Borrower receives.
(dc) Except as otherwise provided in this Section 5.14All payments, all payments including immediately available funds received by the Collateral Agent in at a bank account, an account separate from the Primary Payment Account, a Payment Account or a lock‑box account, designated by it, received by the Borrowers Agent on account of Accounts or as proceeds of other Collateral (other than Secured Sale/Leaseback Collateral and Shared Collateral except as provided in the Intercreditor Agreement) will be the Agent's sole property for its benefit and the Collateral Agent benefit of the Lenders and will be credited to the Borrower's Loan Account (conditional upon final collection) on the same day Business Day following receipt by the Agent (except for any such payments received by the Agent by 1:00 p.m. (if received prior to 3:00 p.m.New York time) on a Business Day, Local Time); provided that the Borrowers in which case such payments shall compensate the 117 Collateral Agent for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one day, on all uncollected funds be credited to the Borrower's Loan Account (conditional upon final collection) on the Business Day received by the Agent; it being agreed that, except as otherwise provided herein (including, in any event, Section 6.9(d)), any such payments which the Borrower has notified the Agent prior to 12:00 noon (New York time) on a Business Day that such payment will be received by the Agent via wire transfer prior to 4:00 p.m. (New York time) on such Business Day shall be deemed to be received by the Agent for this purpose prior to 1:00 p.m. (New York time) on such Business Day, but only if such payment is actually received by the Agent via wire transfer no later than 4:00 p.m. (New York time) on such Business Day and the Borrower hereby agrees to indemnify and hold harmless the Agent and each Lender from and against any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties, costs or expenses incurred by the Agent or such Lender in the event such payment is not actually received by the Agent via wire transfer by such time); provided, however, that such payments shall be deemed to be credited to the Borrower's Loan Account immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the unused line fee pursuant to Section 5.14(d3.5, and (iii) calculating the amount of interest to be distributed by the Agent to the Lenders (but not the amount of interest payable by the Borrower).
(ed) In the event the Borrower repays all of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Collateral Agent’s 's receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Borrower's Loan Account one (i1) on Business Day after the date of the Collateral Agent’s 's receipt of such funds if (except for any such funds are collected funds or other immediately available funds if payment received by 3:00 the Agent by 1:00 p.m. (New York, New York time) or on a Business Day, in which case such payment shall be credited to the Borrower's Loan Account (iiconditional upon final collection) one on the Business Day after received by the Collateral Agent’s receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such time).
Appears in 1 contract
Sources: Loan and Security Agreement (Sweetheart Holdings Inc \De\)
Collection of Accounts; Payments. (a) Within 120 days after the Closing Date, establish a Payment Account (the “Primary Payment Account”) subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent, into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited, and the Borrowers hereby agree that, if an Availability Triggering Event or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Event of Default, the power to give stop payment orders for any items being presented to such accounts for payment.
(b) No later than 120 days after the Closing Date or such later time as the Administrative Agent shall agree, establish a lock‑box lock-box service for collections of Accounts at Clearing Banks reasonably acceptable to the Administrative Agent and, with respect to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Administrative Agent, subject to Blocked Account Agreements and other documentation reasonably acceptable to the Administrative Agent (provided, that Blocked Account Agreements and other documentation consistent in form and substance with the Blocked Account Agreements and documentation established in connection with the Existing Credit Agreement shall be acceptable to the Administrative Agent). The Borrowers shall instruct all new Account Debtors with respect to Accounts to make all payments directly to the address established for each such lock‑box lock-box service or electronically into such lockbox accounts. If, notwithstanding such instructions, any Borrower receives any proceeds of Accounts, it shall deliver such payments to the Collateral Agent or deposit them into the Primary Payment Account of another Payment Account established pursuant to this Section 5.14(b). All funds received in any Payment Account other than the Primary Payment Account shall be promptly transferred to the Primary Payment Account. During an Availability Triggering Event or Specified Default, all collections received in any lock‑box lock-box or Payment Account or directly by the Borrowers or the Collateral Agent, and all funds in any Payment Account or other account to which such collections are deposited, shall be subject to the Collateral Agent’s exclusive dominion and control and withdrawals by the Borrowers shall not be permitted; provided, however, that, in the absence of an Availability Triggering Event or Specified Default, all collections received in any lock‑box lock-box or Payment Account, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to direction as to application thereof and withdrawal by the Borrowers in the same manner as provided in Section 5.14(a) for the Primary Payment Account. The Collateral Agent or its designee may, at any time after the occurrence and during the continuation of an Event of Default, upon notice to the Borrowers, notify Account Debtors that the Accounts have been assigned to the Collateral Agent and of the Collateral Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default exists, the Borrowers, at the Collateral Agent’s request, shall execute and deliver to the Collateral Agent such documents as the Collateral Agent shall reasonably request to grant the Collateral Agent access to any post office box in which collections of Accounts are received.
(c) If sales of Inventory are made or services are rendered by any of the Borrowers for cash, such Borrowers shall promptly deposit such cash into a Payment Account.
(d) Except as otherwise provided in this Section 5.14, all payments received by the Collateral Agent in a bank account, an account separate from the Primary Payment Account, a Payment Account or a lock‑box lock-box account, designated by the Borrowers and the Collateral Agent will be credited to the Loan Account (conditional upon final collection) on the same day received (if received prior to 3:00 p.m., Local Time); provided that the Borrowers shall compensate the 117 Collateral Agent for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one day, on all uncollected funds credited to the Loan Account as provided by this Section 5.14(d).
(e) In the event all of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Collateral Agent’s receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Loan Account (i) on the date of the Collateral Agent’s receipt of such funds if such funds are collected funds or other immediately available funds if received by 3:00 p.m. (New York, New York time) or (ii) one Business Day after the Collateral Agent’s receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such time.
Appears in 1 contract
Sources: Revolving Credit Agreement (Berry Plastics Group Inc)
Collection of Accounts; Payments. (a) Within 120 days after the Closing Date, establish a Payment Account (the “Primary Payment Account”) subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent, into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited, and the Borrowers hereby agree that, if an Availability Triggering Event or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, provided that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and Amended and Restated Revolving Credit Agreement conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Event of Default, the power to give stop payment orders for any items being presented to such accounts for payment.
(b) No later than 120 days after the Closing Date or such later time as the Administrative Agent shall agree, establish a lock‑box lock-box service for collections of Accounts at Clearing Banks reasonably acceptable to the Administrative Agent and, with respect to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Administrative Agent, subject to Blocked Account Agreements and other documentation reasonably acceptable to the Administrative Agent (provided, provided that Blocked Account Agreements and other documentation consistent in form and substance with the Blocked Account Agreements and documentation established in connection with the Existing Credit Agreement shall be acceptable to the Administrative Agent). The Borrowers shall instruct all new Account Debtors with respect to Accounts to make all payments directly to the address established for each such lock‑box lock-box service or electronically into such lockbox accounts. If, notwithstanding such instructions, any Borrower receives any proceeds of Accounts, it shall deliver such payments to the Collateral Agent or deposit them into the Primary Payment Account of another Payment Account established pursuant to this Section 5.14(b5.15(b). All funds received in any Payment Account other than the Primary Payment Account shall be promptly transferred to the Primary Payment Account. During an Availability Triggering Event or Specified Default, all collections received in any lock‑box lock-box or Payment Account or directly by the Borrowers or the Collateral Agent, and all funds in any Payment Account or other account to which such collections are deposited, shall be subject to the Collateral Agent’s exclusive dominion and control and withdrawals by the Borrowers shall not be permitted; provided, however, that, in the absence of an Availability Triggering Event or Specified Default, all collections received in any lock‑box lock-box or Payment Account, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to direction as to application thereof and withdrawal by the Borrowers in the same manner as provided in Section 5.14(a5.15(a) for the Primary Payment Account. The Collateral Agent or its designee may, at any time after the occurrence and during the continuation of an Event of Default, upon notice to the Borrowers, notify Account Debtors that the Accounts have been assigned to the Collateral Agent and of the Collateral Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default exists, the Borrowers, at the Collateral Agent’s request, shall execute and deliver to the Collateral Agent such documents as Amended and Restated Revolving Credit Agreement the Collateral Agent shall reasonably request to grant the Collateral Agent access to any post office box in which collections of Accounts are received.
(c) If sales of Inventory are made or services are rendered by any of the Borrowers for cash, such Borrowers shall promptly deposit such cash into a Payment Account.
(d) Except as otherwise provided in this Section 5.145.15, all payments received by the Collateral Agent in a bank account, an account separate from the Primary Payment Account, a Payment Account or a lock‑box lock-box account, designated by the Borrowers and the Collateral Agent will be credited to the Loan Account (conditional upon final collection) on the same day received (if received prior to 3:00 p.m., Local Time); provided that the Borrowers shall compensate the 117 Collateral Agent for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one day, on all uncollected funds credited to the Loan Account as provided by this Section 5.14(d5.15(d).
(e) In the event all of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Collateral Agent’s receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Loan Account (i) on the date of the Collateral Agent’s receipt of such funds if such funds are collected funds or other immediately available funds if received by 3:00 p.m. (New York, New York time) or (ii) one Business Day after the Collateral Agent’s receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such time.
Appears in 1 contract
Sources: Revolving Credit Agreement (Berry Plastics Holding Corp)
Collection of Accounts; Payments. Borrowers shall maintain at all times Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent and, in the case of any such Dominion Account and lockbox arrangement, with such bank as may be selected by Borrowers and be acceptable to Agent. Borrowers shall obtain a deposit account control agreement (ain form and substance satisfactory to Agent) Within 120 days after from each lockbox servicer and Dominion Account bank that maintains a Deposit Account of each Borrower, establishing Agent’s control over and Lien in the Closing Datelockbox and any such Dominion Account, establish requiring immediate deposit of all remittances received in the lockbox to a Payment Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges. All funds in each Dominion Account shall be immediately transferred to a controlled account designated by Borrowers (the “"Primary Payment Account”") subject to a Blocked Account Agreement and other documentation reasonably acceptable shall be applied to the Administrative Agent, into which all Account collections and proceeds Obligations at the beginning of Revolving Facility Senior Collateral (as defined the next Business Day in the Senior Lender Intercreditor Agreement) will be deposited, accordance with Section 2.10 and the DIP Financing Orders. Agent and Lenders assume no responsibility to Borrowers hereby agree that, if an Availability Triggering Event for any lockbox arrangement or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Dominion Account, including directing the Administrative Agent any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank. Borrowers shall request in writing and otherwise take commercially reasonable steps to ensure that all payments on Accounts or otherwise relating to ABL Priority Collateral are made directly to a Dominion Account (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds a lockbox relating to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Dominion Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment). If an Availability Triggering Event a Borrower receives cash or Specified Default has occurred and is continuingPayment Items with respect to any ABL Priority Collateral, (i) the Collateral Agent shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the rightor, subject to the terms of the Intercreditor Agreements, any other Collateral, it shall hold same in trust for the Pre-Petition Agent and conditions Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account. For avoidance of this Agreementdoubt, to request Borrowings hereunder and direct the disposition of Revolving Loan proceedsno Dominion Account shall constitute an Exempt Deposit Account. To expedite collection, and (ii) the Borrowers shall not be entitled endeavor in the first instance to present items drawn on or otherwise to withdraw or direct make collection of Borrowers’ Accounts. Agent retains the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until right at all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, times during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Event of Default, the power Default to give stop payment orders for any items being presented to such accounts for payment.
(b) No later than 120 days after the Closing Date or such later time as the Administrative Agent shall agree, establish a lock‑box service for collections of Accounts at Clearing Banks reasonably acceptable to the Administrative Agent and, with respect to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Administrative Agent, subject to Blocked Account Agreements and other documentation reasonably acceptable to the Administrative Agent (provided, that Blocked Account Agreements and other documentation consistent in form and substance with the Blocked Account Agreements and documentation established in connection with the Existing Credit Agreement shall be acceptable to the Administrative Agent). The Borrowers shall instruct all new Account Debtors with respect to Accounts to make all payments directly to the address established for each such lock‑box service or electronically into such lockbox accounts. If, notwithstanding such instructions, any Borrower receives any proceeds of Accounts, it shall deliver such payments to the Collateral Agent or deposit them into the Primary Payment Account of another Payment Account established pursuant to this Section 5.14(b). All funds received in any Payment Account other than the Primary Payment Account shall be promptly transferred to the Primary Payment Account. During an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment Account or directly by the Borrowers or the Collateral Agent, and all funds in any Payment Account or other account to which such collections are deposited, shall be subject to the Collateral Agent’s exclusive dominion and control and withdrawals by the Borrowers shall not be permitted; provided, however, that, in the absence of an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment Account, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to direction as to application thereof and withdrawal by the Borrowers in the same manner as provided in Section 5.14(a) for the Primary Payment Account. The Collateral Agent or its designee may, at any time after the occurrence and during the continuation of an Event of Default, upon notice to the Borrowers, notify Account Debtors of each Borrower that the Accounts have been assigned to the Collateral Agent and of the Collateral Agent’s security interest therein, to collect Accounts directly in its own name and may collect them directly and to charge to Borrowers the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default exists, the Borrowers, at the Collateral Agent’s request, shall execute and deliver to the Collateral incurred by Agent such documents as the Collateral Agent shall reasonably request to grant the Collateral Agent access to any post office box in which collections of Accounts are received.
(c) If sales of Inventory are made or services are rendered by any of the Borrowers for cash, such Borrowers shall promptly deposit such cash into a Payment Account.
(d) Except as otherwise provided in this Section 5.14, all payments received by the Collateral Agent in a bank account, an account separate from the Primary Payment Account, a Payment Account or a lock‑box account, designated by the Borrowers and the Collateral Agent will be credited to the Loan Account (conditional upon final collection) on the same day received (if received prior to 3:00 p.m., Local Time); provided that the Borrowers shall compensate the 117 Collateral Agent for the cost of collection and clearance of remittances applied to the Loan AccountLenders, including interest for one day, on all uncollected funds credited to the Loan Account as provided by this Section 5.14(d)reasonable attorneys’ fees.
(e) In the event all of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Collateral Agent’s receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Loan Account (i) on the date of the Collateral Agent’s receipt of such funds if such funds are collected funds or other immediately available funds if received by 3:00 p.m. (New York, New York time) or (ii) one Business Day after the Collateral Agent’s receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such time.
Appears in 1 contract
Sources: Post Petition Credit Agreement (Noranda Aluminum Holding CORP)
Collection of Accounts; Payments. (a) Within 120 (x) The U.S. Borrower shall, and shall cause each U.S. Subsidiary Loan Party to, maintain the Payment Account (the “U.S. Primary Payment Account”) subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent, into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement), in each case with respect to the U.S. Loan Parties, will be deposited, (y) within 45 days after the Closing DateCanadian Effective Date or such later time as the Administrative Agent shall agree, the Canadian Borrower shall, and shall cause each Canadian Subsidiary Loan Party to, establish a Payment Account (the “Canadian Primary Payment Account”; and each of the U.S. Primary Payment Account and the Canadian Primary Payment Account, a “Primary Payment Account”) subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent, into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) ), in each case with respect to the Canadian Loan Parties, will be deposited, and (z) the Borrowers Loan Parties hereby agree that, if an Availability Triggering Event or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment AccountAccounts. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the applicable Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the such Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account Accounts will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Combined Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the U.S. Primary Payment Account and Canadian Primary Payment Account to the outstanding U.S. Loans and Canadian Revolving Loans, respectively, as provided in Section 5.02 of the U.S. Collateral Agreement or Section 5.02 of the Canadian Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers Loan Parties shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the applicable Primary Payment Account nor shall any Borrower Loan Party be entitled to close the any Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers Loan Parties may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment AccountAccounts, or as to any other matters relating to any of the forgoing without further consent of the BorrowersLoan Parties. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment AccountAccounts, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Event of Default, the power to give stop payment orders for any items being presented to such accounts for payment.
(b) No later than 120 days after the Closing Date or such later time as the Administrative Agent shall agree, establish a lock‑box service for collections of Accounts at Clearing Banks reasonably acceptable to the Administrative Agent and, with respect to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Administrative Agent, subject to Blocked Account Agreements and other documentation reasonably acceptable to the Administrative Agent (provided, that Blocked Account Agreements and other documentation consistent in form and substance with the Blocked Account Agreements and documentation established in connection with the Existing Credit Agreement shall be acceptable to the Administrative Agent). The Borrowers shall instruct all new Account Debtors with respect to Accounts to make all payments directly to the address established for each such lock‑box service or electronically into such lockbox accounts. If, notwithstanding such instructions, any Borrower receives any proceeds of Accounts, it shall deliver such payments to the Collateral Agent or deposit them into the Primary Payment Account of another Payment Account established pursuant to this Section 5.14(b). All funds received in any Payment Account other than the Primary Payment Account shall be promptly transferred to the Primary Payment Account. During an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment Account or directly by the Borrowers or the Collateral Agent, and all funds in any Payment Account or other account to which such collections are deposited, shall be subject to the Collateral Agent’s exclusive dominion and control and withdrawals by the Borrowers shall not be permitted; provided, however, that, in the absence of an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment Account, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to direction as to application thereof and withdrawal by the Borrowers in the same manner as provided in Section 5.14(a) for the Primary Payment Account. The Collateral Agent or its designee may, at any time after the occurrence and during the continuation of an Event of Default, upon notice to the Borrowers, notify Account Debtors that the Accounts have been assigned to the Collateral Agent and of the Collateral Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default exists, the Borrowers, at the Collateral Agent’s request, shall execute and deliver to the Collateral Agent such documents as the Collateral Agent shall reasonably request to grant the Collateral Agent access to any post office box in which collections of Accounts are received.
(c) If sales of Inventory are made or services are rendered by any of the Borrowers for cash, such Borrowers shall promptly deposit such cash into a Payment Account.
(d) Except as otherwise provided in this Section 5.14, all payments received by the Collateral Agent in a bank account, an account separate from the Primary Payment Account, a Payment Account or a lock‑box account, designated by the Borrowers and the Collateral Agent will be credited to the Loan Account (conditional upon final collection) on the same day received (if received prior to 3:00 p.m., Local Time); provided that the Borrowers shall compensate the 117 Collateral Agent for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one day, on all uncollected funds credited to the Loan Account as provided by this Section 5.14(d).
(e) In the event all of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Collateral Agent’s receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Loan Account (i) on the date of the Collateral Agent’s receipt of such funds if such funds are collected funds or other immediately available funds if received by 3:00 p.m. (New York, New York time) or (ii) one Business Day after the Collateral Agent’s receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such time.
Appears in 1 contract
Sources: Revolving Credit Agreement (Berry Global Group Inc)
Collection of Accounts; Payments. (a) Within 120 days after On or prior to the Closing Datedate hereof, Grantors shall establish a Payment Account (the “Primary Payment Account”) subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent, into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited, and the Borrowers hereby agree that, if an Availability Triggering Event or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million at any one time; provided, further, that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Event of Default, the power to give stop payment orders for any items being presented to such accounts for payment.
(b) No later than 120 days after the Closing Date or such later time as the Administrative Agent shall agree, establish a lock‑box lock-box service for collections of Accounts at Clearing Banks reasonably acceptable to the Administrative Agent and, with respect to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Administrative Agent, subject to Blocked Account Agreements and other documentation reasonably acceptable to the Administrative Agent (provided, that Blocked Account Agreements and other documentation consistent in form and substance with the Blocked Account Agreements and documentation established in connection with the Existing Credit Agreement shall be a financial institution acceptable to the Administrative Agent). The Borrowers Grantors shall instruct all new Account Debtors with respect to Accounts to make all payments directly to the address established for each such lock‑box service or electronically into such lockbox accountsservice. If, notwithstanding such instructions, any Borrower a Grantor receives any proceeds of Accounts, it shall receive such payments as the Administrative Agent's trustee, and shall immediately deliver such payments to the Collateral Administrative Agent in their original form duly endorsed in blank or deposit them into a Payment Account, as the Primary Payment Account Administrative Agent may direct.
(b) Grantors shall make collection of another all Accounts and other Collateral for the Administrative Agent, shall receive all payments as the Administrative Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established pursuant to this Section 5.14(b). All funds received in any Payment Account other than for the Primary Payment Account shall be promptly transferred account of Grantors at a Clearing Bank acceptable to the Primary Payment Account. During an Availability Triggering Event or Specified Default, all collections received in any lock‑box or Payment Account or directly by the Borrowers or the Collateral Administrative Agent, and all funds in any Payment Account or other account to which such collections are deposited, shall be subject to the Collateral Agent’s exclusive dominion and control and withdrawals by the Borrowers shall not be permitteda Blocked Account Agreement; provided, however, thatGrantors shall not be required to cause any Payment Account to become subject to a Blocked Account Agreement until the sooner of: (i) the 60th day following the termination of, and the payment by WPSRC of its obligations outstanding under, the Congress Loan Agreement and (ii) the 30th day following the first occurrence of a Cash Dominion Date; provided, further, Grantors shall cause any and all Payment Accounts to be transferred to and thereafter maintained exclusively at Bank of America no later than the date of entry of the Final Financing Order.
(c) Promptly after the occurrence of a Cash Dominion Date, Grantors and the Administrative Agent shall cause all collected balances in each Payment Account to be transmitted daily by wire, ACH transfer or other means in accordance with the procedures set forth in the absence of an Availability Triggering Event or Specified Defaultcorresponding Blocked Account Agreement to the Administrative Agent for application to the Obligations. If after a Cash Dominion Date, all collections received a Cash Dominion Cure Date occurs, then in any lock‑box or such event, the Administrative Agent will relinquish dominion over the Payment AccountAccounts and, and to that end, request that each Clearing Bank thereafter make all funds from time to time on deposit in any Payment Account maintained by such Clearing Bank available to Grantors until the next occurrence of a Cash Dominion Date, in which event the Administration Agent, for the benefit of the Lenders, shall again be entitled to exercise dominion over the Payment Accounts and all funds on deposit therein, including by causing all collected balances in each Payment Account to be transmitted daily to the Administrative Agent for application to the Obligations. In no event shall the Administrative Agent or any Lender incur any liability or be responsible for the delay, inability or refusal of any Clearing Bank to respond to any request of the Administrative Agent to permit Grantors access to any Payment Account after a Cash Dominion Cure Date. Notwithstanding anything to the contrary, the Administrative Agent shall share Net Proceeds from the sale or other account disposition by Grantors of any "Fixed Assets" (as defined in the Pre-Petition Lender Protection Orders) with the First Priority Pre-Petition Lenders as and to which such collections are deposited shall be subject to direction as to application thereof and withdrawal the extent required by the Borrowers Pre-Petition Lender Protection Orders.
(b) Grantors agree promptly to execute and deliver such other documentation relative to cash management as the Administrative Agent may reasonably request, including any documentation necessary or appropriate, in the same manner as provided Administrative Agent's sole discretion, to permit the Administrative Agent to exercise dominion over any and all Payment Accounts during any Cash Dominion Period.
(c) Anything to the contrary in this Section 5.14(a) for 9 notwithstanding, the Primary Payment Account. The Collateral Administrative Agent or its the Administrative Agent's designee may, at any time after the occurrence and during the continuation of an Event of Default, upon notice to the Borrowers, notify Account Debtors that the Accounts have been assigned to the Collateral Administrative Agent and of the Collateral Administrative Agent’s 's security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default existshas occurred and is continuing, the Borrowerseach Grantor, at the Collateral Administrative Agent’s 's request, shall execute and deliver to the Collateral Administrative Agent such documents as the Collateral Administrative Agent shall reasonably request require to grant the Collateral Administrative Agent access to any post office box in which collections of Accounts are received.
(c) If sales of Inventory are made or services are rendered by any of the Borrowers for cash, such Borrowers shall promptly deposit such cash into a Payment Account.
(d) Except as otherwise provided in this Section 5.14All payments, all payments including immediately available funds, received by the Collateral Administrative Agent in at a bank account, an account separate from the Primary Payment Account, a Payment Account or a lock‑box account, designated by it will be the Borrowers Administrative Agent's sole property for its benefit and the Collateral Agent benefit of the Lenders and will be credited to the Loan Account (conditional upon final collection) on the same day received after allowing two (if received prior 2) Business Days for collection; provided, however, that such payments shall be deemed to 3:00 p.m., Local Time); provided that the Borrowers shall compensate the 117 Collateral Agent for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one day, on all uncollected funds be credited to the Loan Account as provided immediately upon receipt for purposes of (i) determining Availability, (ii) calculating the Unused Line Fee pursuant to Section 2.5 of the Credit Agreement, and (iii) calculating the amount of interest accrued thereon solely for purposes of determining the amount of interest to be distributed by this Section 5.14(dthe Administrative Agent to the Lenders (but not the amount of interest payable by Grantors).
(e) . In the event Grantors repay all of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) are repaid upon the termination of this Agreement the DIP Facility (and the Commitments thereunder) or upon acceleration of the Obligations, other than through the Collateral Administrative Agent’s 's receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited (conditional conditioned upon final collection) to the Grantors' Loan Account (i) on upon the date of the Collateral Administrative Agent’s 's receipt of such funds if such funds are collected funds or other immediately available funds if received by 3:00 p.m. (New York, New York time) or (ii) one Business Day after the Collateral Agent’s receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such timefunds.
Appears in 1 contract
Collection of Accounts; Payments. (a) Within 120 days after the Closing Date, establish a Payment Account (the “Primary Payment Account”) subject to a Blocked Account Agreement and other documentation reasonably acceptable to the Administrative Agent, into which all Account collections and proceeds of Revolving Facility Senior Collateral (as defined in the Senior Lender Intercreditor Agreement) will be deposited, and the Borrowers hereby agree that, if an Availability Triggering Event or Specified Default has occurred and is continuing, the Collateral Agent will have exclusive dominion and control over the Primary Payment Account. In the absence of an Availability Triggering Event or Specified Default, the Borrowers will be entitled to direct the application of funds in the Primary Payment Account, including directing the Administrative Agent (or other depository bank, if applicable) to apply funds to the repayment of the outstanding Loans and other amounts payable under the Loan Documents and to otherwise withdraw funds from the Primary Payment Account; provided that all funds withdrawn from the Primary Payment Account will be applied to repay operating expenses of the Borrowers and their Subsidiaries in the ordinary course of business or for other purposes permitted hereunder other than transfers of funds to a deposit account that is not subject to a Blocked Account Agreement (an “Unblocked Account”) or investments in Permitted Investments unless (i) the Collateral Agent has a first priority perfected security interest in such Permitted Investment or Unblocked Account or (ii) the amount of such Permitted Investments and funds in Unblocked Accounts so transferred for which the Collateral Agent does not have a first priority perfected security interest does not exceed $40 million 25,000,000 at any one time; provided, further, provided that no such transfers of funds to Unblocked Accounts or Permitted Investments may be made pursuant to this clause (ii) if the Availability is less than $100 75 million on such date immediately before and after giving effect to such transfer or Permitted Investment. If an Availability Triggering Event or Specified Default has occurred and is continuing, (i) the Collateral Agent shall have the right to apply collections received into the Primary Payment Account to the outstanding Loans as provided in Section 5.02 of the Collateral Agreement and the Borrowers shall have the right, subject to the terms and conditions of this Agreement, to request Borrowings hereunder and direct the disposition of Revolving Loan proceeds, and (ii) the Borrowers shall not be entitled to present items drawn on or otherwise to withdraw or direct the dispositions of funds from the Primary Payment Account nor shall any Borrower be entitled to close the Primary Payment Account until all obligations under this Agreement are paid and performed in full. Notwithstanding any other agreements the Borrowers may have with any Secured Party, the Collateral Agent shall be entitled, during the continuance of any Event of Default, for purposes of this Agreement to give instructions as to the withdrawal or disposition of funds from time to time credited to any deposit account with the Collateral Agent, any Payment Account, or the Primary Payment Account, or as to any other matters relating to any of the forgoing without further consent of the Borrowers. The Collateral Agent’s power under this 116 Agreement to give instructions as to the withdrawal or disposition of any funds from time to time credited to the Primary Payment Account, any other Payment Account or deposit account with the Collateral Agent or as to any other matters relating to the foregoing includes, without limitation, during an Event of Default, the power to give stop payment orders for any items being presented to such accounts for payment.
(b) No later than 120 days after the Closing Date or such later time as the Administrative Agent shall agree, establish a lock‑box lock-box service for collections of Accounts at Clearing Banks reasonably acceptable to the Administrative Agent and, with respect to bank accounts with Clearing Banks other than the Collateral Agent, if requested by the Administrative Agent, subject to Blocked Account Agreements and other documentation reasonably acceptable to the Administrative Agent (provided, that Blocked Account Agreements and other documentation consistent in form and substance with the Blocked Account Agreements and documentation established in connection with the Existing Credit Agreement shall be acceptable to the Administrative Agent). The Borrowers shall instruct all new Account Debtors with respect to Accounts to make all payments directly to the address established for each such lock‑box lock-box service or electronically into such lockbox accounts. If, notwithstanding such instructions, any Borrower receives any proceeds of Accounts, it shall deliver such payments to the Collateral Agent or deposit them into the Primary Payment Account of another Payment Account established pursuant to this Section 5.14(b5.15(b). All funds received in any Payment Account other than the Primary Payment Account shall be promptly transferred to the Primary Payment Account. During an Availability Triggering Event or Specified Default, all collections received in any lock‑box lock-box or Payment Account or directly by the Borrowers or the Collateral Agent, and all funds in any Payment Account or other account to which such collections are deposited, shall be subject to the Collateral Agent’s exclusive dominion and control and withdrawals by the Borrowers shall not be permitted; provided, however, that, in the absence of an Availability Triggering Event or Specified Default, all collections received in any lock‑box lock-box or Payment Account, and all funds in any Payment Account or other account to which such collections are deposited shall be subject to direction as to application thereof and withdrawal by the Borrowers in the same manner as provided in Section 5.14(a5.15(a) for the Primary Payment Account. The Collateral Agent or its designee may, at any time after the occurrence and during the continuation of an Event of Default, upon notice to the Borrowers, notify Account Debtors that the Accounts have been assigned to the Collateral Agent and of the Collateral Agent’s security interest therein, and may collect them directly and charge the collection costs and expenses to the Loan Account as a Revolving Loan. So long as an Event of Default exists, the Borrowers, at the Collateral Agent’s request, shall execute and deliver to the Collateral Agent such documents as the Collateral Agent shall reasonably request to grant the Collateral Agent access to any post office box in which collections of Accounts are received.
(c) If sales of Inventory are made or services are rendered by any of the Borrowers for cash, such Borrowers shall promptly deposit such cash into a Payment Account.
(d) Except as otherwise provided in this Section 5.145.15, all payments received by the Collateral Agent in a bank account, an account separate from the Primary Payment Account, a Payment Account or a lock‑box lock-box account, designated by the Borrowers and the Collateral Agent will be credited to the Loan Account (conditional upon final collection) on the same day received (if received prior to 3:00 p.m., Local Time); provided that the Borrowers shall compensate the 117 Collateral Agent for the cost of collection and clearance of remittances applied to the Loan Account, including interest for one day, on all uncollected funds credited to the Loan Account as provided by this Section 5.14(d5.15(d).
(e) In the event all of the Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) are repaid upon the termination of this Agreement or upon acceleration of the Obligations, other than through the Collateral Agent’s receipt of payments on account of the Accounts or proceeds of the other Collateral, such payment will be credited (conditional upon final collection) to the Loan Account (i) on the date of the Collateral Agent’s receipt of such funds if such funds are collected funds or other immediately available funds if received by 3:00 p.m. (New York, New York time) or (ii) one (1) Business Day after the Collateral Agent’s receipt of such funds if such funds are uncollected funds or collected or immediately available funds received after such time.
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Sources: Revolving Credit Agreement (Covalence Specialty Adhesives LLC)