Blocked Account. On or before the Initial Funding Date or such later date as the Parties may agree, the Parties shall enter into a Blocked Account Control Agreement with the Account Bank, which Blocked Account Control Agreement will provide for, among other things, the establishment and maintenance of a Blocked Account in accordance with the terms herein and therein. (a) The Lender Concentration Account shall be established and maintained solely for the benefit of the Lender, subject to the terms and conditions of this Agreement. The Lender shall have immediate and full access to any funds held in the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever. (b) Sweeps from the Blocked Account shall be made to the Lender Concentration Account on each Interest Payment Date, and shall be applied (in accordance with Article III and this Article IV) to interest accrued and, as appropriate, principal outstanding, on the Loan on the same Business Day as such funds are credited to the Lender Concentration Account, all pursuant to a calculation of such amounts provided to the Account Bank and the Borrower by the Lender. Funds in the Blocked Account identified by the Lender as funds not to be swept to the Lender Concentration Account, shall be transferred by the Account Bank to such account as the Borrower shall designate, provided that funds deposited by Borrower pursuant to Section 4.02(c) shall be available for withdrawal by the Account Bank. (c) Borrower shall pay for all fees, expenses and charges of the Account Bank by depositing sufficient funds into the Blocked Account when such fees, expenses and charges are due. (d) Borrower shall, not later than the date of execution of the Blocked Account Control Agreement (i) instruct the Licensee in writing (with detailed wire instructions) to remit to the Blocked Account when due all payments that are due and payable to Borrower in respect of or derived from the License Agreement and (ii) promptly provide to the Lender a copy of such notification. (e) Borrower shall have no right to terminate the Blocked Account without the Lender’s prior written consent. Any such consent, which the Lender may grant or withhold in its sole discretion, shall be subject to the satisfaction of each of the following conditions to the satisfaction of the Lender: (i) the successor Account Bank shall be acceptable to the Lender; (ii) the Lender, the Borrower and the successor Account Bank shall have entered into a deposit account control agreement substantially in the form of the Blocked Account Control Agreement initially entered into; (iii) all funds and items in the accounts subject to the Blocked Account Control Agreement to be terminated shall be transferred to the new accounts held at the successor Account Bank prior to the termination of the then existing Blocked Account; and (iv) Borrower and the Lender shall have received evidence that the Licensee has been instructed to remit all future payments to the new account held at the successor Account Bank. (f) Borrower shall make prepayments made in accordance with Section 3.02 by wire transfer or by an Automated Clearing House transfer to the Lender Concentration Account. (g) In the event at any time following the execution of the Blocked Account Control Agreement by all parties thereto, the Licensee remits any payments directly to Borrower or otherwise except to the Blocked Account, Borrower shall immediately (i) remit any such payments to the Blocked Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such payments by wire transfer or by an Automated Clearing House transfer of immediately available funds directly to the Lender Concentration Account), (ii) immediately instruct the Licensee in writing to remit any future payments to the Blocked Account and (iii) promptly provide to Lender a copy of such notice. (h) Any payments, other than from funds paid to the Lender from the Lender Concentration Account, to be made by the Borrower to the Lender hereunder or under any other Transaction Document shall be made by wire transfer or by an Automated Clearing House transfer of immediately available funds to the Lender Concentration Account.
Appears in 2 contracts
Sources: Loan Agreement, Loan Agreement (Progenics Pharmaceuticals Inc)
Blocked Account. On All monies (which term when used in this Agreement includes all cheques, bills of exchange and other payment instruments as well as cash) received by the Borrower, including, but not limited to, any receipts in payment of any Accounts Receivable or before in respect of any insurance proceeds, whether or not a notice and direction has been sent to the Initial Funding Date or Borrower's account debtors, shall be received and held, and shall be deemed to be received and held, in trust for the Bank and shall be, and shall be deemed to be, kept separate and apart from the Borrower's own funds and immediately deposited by the Borrower on a daily basis in a blocked account set up for this purpose. The Borrower shall execute and deliver to the Bank, the Bank's standard form blocked accounts agreement, the receipt of which is a condition precedent to any accommodation of credit hereunder. The Bank is hereby irrevocably and unconditionally authorized and directed by the Borrower to sweep the blocked account on a daily basis and to set-off, compensate and apply any credit balance in the blocked account to repay any balance outstanding under any credit facilities contemplated hereunder in such later date order and against such facility as the Parties may agreeBank sees fit, with any remaining funds then being deposited to the Parties shall enter into a Blocked Account Control Agreement Borrower's general account with the Account BankRoyal Bank of Canada business banking centre. For greater certainty, which Blocked Account Control Agreement will provide for, among other things, it is hereby understood and agreed that the establishment and maintenance of a Blocked Account in accordance with the terms herein and therein.
(a) The Lender Concentration Account Borrower shall only be established and maintained solely given value for the benefit application of such funds, one Business Day from the date of such application. Provided that, if at any time the Facility Borrowing Base is less than the net of any reserves in respect of the LenderL/G Limit, subject an amount equal to the terms difference between the L/G Limit and conditions the amount of this Agreementthe Facility Borrowing Base (the "Security Deficiency") may be retained by the Bank and deposited in a collateral account as general continuing collateral security for outstanding L/Gs. The Lender Borrower shall have immediate and full access immediately pay to any the Bank such amount as may be necessary to ensure that the balance of funds held in the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever.
(b) Sweeps from the Blocked Account shall be made collateral account is at least equal to the Lender Concentration Account on each Interest Payment Date, and shall be applied (in accordance with Article III and this Article IV) to interest accrued and, as appropriate, principal outstanding, on the Loan on the same Business Day as such funds are credited to the Lender Concentration Account, Security Deficiency at all pursuant to a calculation of such amounts provided to the Account Bank and the Borrower by the Lender. Funds in the Blocked Account identified by the Lender as funds not to be swept to the Lender Concentration Account, shall be transferred by the Account Bank to such account as the Borrower shall designate, provided that funds deposited by Borrower pursuant to Section 4.02(c) shall be available for withdrawal by the Account Banktimes.
(c) Borrower shall pay for all fees, expenses and charges of the Account Bank by depositing sufficient funds into the Blocked Account when such fees, expenses and charges are due.
(d) Borrower shall, not later than the date of execution of the Blocked Account Control Agreement (i) instruct the Licensee in writing (with detailed wire instructions) to remit to the Blocked Account when due all payments that are due and payable to Borrower in respect of or derived from the License Agreement and (ii) promptly provide to the Lender a copy of such notification.
(e) Borrower shall have no right to terminate the Blocked Account without the Lender’s prior written consent. Any such consent, which the Lender may grant or withhold in its sole discretion, shall be subject to the satisfaction of each of the following conditions to the satisfaction of the Lender:
(i) the successor Account Bank shall be acceptable to the Lender;
(ii) the Lender, the Borrower and the successor Account Bank shall have entered into a deposit account control agreement substantially in the form of the Blocked Account Control Agreement initially entered into;
(iii) all funds and items in the accounts subject to the Blocked Account Control Agreement to be terminated shall be transferred to the new accounts held at the successor Account Bank prior to the termination of the then existing Blocked Account; and
(iv) Borrower and the Lender shall have received evidence that the Licensee has been instructed to remit all future payments to the new account held at the successor Account Bank.
(f) Borrower shall make prepayments made in accordance with Section 3.02 by wire transfer or by an Automated Clearing House transfer to the Lender Concentration Account.
(g) In the event at any time following the execution of the Blocked Account Control Agreement by all parties thereto, the Licensee remits any payments directly to Borrower or otherwise except to the Blocked Account, Borrower shall immediately (i) remit any such payments to the Blocked Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such payments by wire transfer or by an Automated Clearing House transfer of immediately available funds directly to the Lender Concentration Account), (ii) immediately instruct the Licensee in writing to remit any future payments to the Blocked Account and (iii) promptly provide to Lender a copy of such notice.
(h) Any payments, other than from funds paid to the Lender from the Lender Concentration Account, to be made by the Borrower to the Lender hereunder or under any other Transaction Document shall be made by wire transfer or by an Automated Clearing House transfer of immediately available funds to the Lender Concentration Account.
Appears in 1 contract
Sources: Credit Facility Agreement (Pine Valley Mining Corp)
Blocked Account. On or before Borrowers shall direct all of their Account Debtors to make all payments on the Initial Funding Date or such later date as the Parties may agree, the Parties shall enter into a Blocked Account Control Agreement with the Account Bank, which Blocked Account Control Agreement will provide for, among other things, the establishment and maintenance of a Blocked Account in accordance with the terms herein and therein.
Accounts that are made by (a) The check directly to a mailing address designated by, and under the exclusive control of, Lender, at Lender Concentration Account or a financial institution acceptable to Lender and (b) wire transfer to an account under the exclusive control of Lender, at Lender or a financial institution acceptable to Lender; provided, that with respect to payments made by check, with the consent of Lender, Borrowers may collect payments and remotely scan such checks to Lender in a manner satisfactory to Lender (“Remote Scanning”) on a daily basis as such checks are received. Upon the request of Lender following an Event of Default that is continuing, Borrowers shall be established and maintained solely establish an account (the “Lockbox Account”) in Borrowers’ name, for the benefit of the Lender, subject with Lender or a financial institution acceptable to Lender, into which all payments received in the Lockbox shall be deposited, and into which Borrowers will immediately deposit all payments received by Borrowers on Accounts in the identical form in which such payments were received, whether by cash or check. If Borrowers, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of Borrowers or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrowers and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the terms and conditions of this AgreementLockbox Account in a manner satisfactory to Lender including by Remote Scanning. The financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the checks, instruments, and other property in such Lockbox and Lockbox Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender shall have immediate and full access with respect to any disposition of funds held in the Lockbox and Lockbox Account without further consent from the Borrowers, and that the financial institution will not accept, and Lender Concentration Account and such funds shall will not be subject obligated to any conditions or restrictions whatsoever.
(b) Sweeps from the Blocked Account shall be made accept, instructions of Borrowers with respect to the Lender Concentration Account Lockbox Account. On any day on which there are outstanding Revolving Loans, the daily ledger balance of such accounts as of the beginning of each Interest Payment Date, and shall be applied (in accordance with Article III and this Article IV) to interest accrued and, as appropriate, principal outstanding, on the Loan on the same Business Day as such funds are credited to the Lender Concentration Account, all pursuant to a calculation of such amounts provided to the Account Bank and the Borrower by the Lender. Funds in the Blocked Account identified by the Lender as funds not to be swept to the Lender Concentration Account, shall be transferred by the Account Bank to such account as the Borrower shall designate, provided that funds deposited by Borrower pursuant to Section 4.02(c) shall be available for withdrawal by the Account Bank.
(c) Borrower shall pay for all fees, expenses and charges of the Account Bank by depositing sufficient funds into the Blocked Account when such fees, expenses and charges are due.
(d) Borrower shall, not later than the date of execution of the Blocked Account Control Agreement (i) instruct the Licensee in writing (with detailed wire instructions) to remit to the Blocked Account when due all payments that are due and payable to Borrower in respect of or derived from the License Agreement and (ii) promptly provide to the Lender a copy of such notification.
(e) Borrower shall have no right to terminate the Blocked Account without the Lender’s prior written consent. Any such consent, which the Lender may grant or withhold in its sole discretion, shall be subject to the satisfaction of each of the following conditions to the satisfaction of the Lender:
(i) the successor Account Bank shall be acceptable to the Lender;
(ii) the Lender, the Borrower and the successor Account Bank shall have entered into a deposit account control agreement substantially in the form of the Blocked Account Control Agreement initially entered into;
(iii) all funds and items in the accounts subject to the Blocked Account Control Agreement to be terminated shall be transferred to the new accounts held at the successor Account Bank prior to the termination of the then existing Blocked Account; and
(iv) Borrower and the Lender shall have received evidence that the Licensee has been instructed to remit all future payments to the new account held at the successor Account Bank.
(f) Borrower shall make prepayments made each Business Day for application in accordance with Section 3.02 8.3. All payments made to such Lockbox Account or otherwise received by wire transfer or by an Automated Clearing House transfer to the Lender Concentration Account.
(g) In the event at any time following the execution Lender, whether in respect of the Blocked Account Control Agreement by all parties thereto, the Licensee remits any payments directly to Borrower Accounts or as Proceeds of other Collateral or otherwise (except to the Blocked Account, Borrower shall immediately (i) remit any such payments to the Blocked Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such payments by wire transfer or by an Automated Clearing House transfer proceeds of immediately available funds directly to the Lender Concentration Account), (ii) immediately instruct the Licensee in writing to remit any future payments to the Blocked Account and (iii) promptly provide to Lender a copy of such notice.
(h) Any payments, other than from funds paid to the Lender from the Lender Concentration Account, Collateral which are required to be made by the Borrower to the Lender hereunder or under any other Transaction Document shall be made by wire transfer or by an Automated Clearing House transfer of immediately available funds to the Lender Concentration Account.delivered to
Appears in 1 contract
Blocked Account. On or before Without limiting the Initial Funding Date or such later date as provisions in the Parties may agreeSecurity Agreement, the Parties shall enter into Borrower hereby pledges to the Administrative Agent and grants to the Administrative Agent a security interest in the Blocked Account, all funds held in such Blocked Account Control Agreement with from time to time, and all proceeds thereof as security for the Account Bank, which payment of the Secured Obligations. Funds held in the Blocked Account Control Agreement will provide formay be invested in Liquid Investments maintained with, among other thingsand under the sole dominion and control of, the establishment Administrative Agent or in another investment if mutually agreed upon by the Borrower and maintenance of a Blocked Account in accordance with the terms herein and therein.
(a) The Lender Concentration Account Administrative Agent, but the Administrative Agent shall be established and maintained solely for the benefit have no obligation to make any investment of the Lender, subject to the terms and conditions of this Agreementfunds therein. The Lender Administrative Agent shall have immediate exercise reasonable care in the custody and full access to preservation of any funds held in the Lender Concentration Blocked Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not be subject have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any conditions or restrictions whatsoever.
(b) Sweeps such funds. The Borrower shall not have any ability to withdraw funds from the Blocked Account; provided that, (a) the Administrative Agent shall promptly release all funds held in such Blocked Account to the Borrower upon receipt by the Administrative Agent of a mortgagee policy of title insurance fully paid for by the Borrower, insuring the Mortgage delivered on the Closing Date as a valid first priority Lien on the Property described therein in favor of Administrative Agent, free of all Liens other than the Permitted Liens, and otherwise reasonably acceptable to the Administrative Agent which policy of title insurance shall be made issued by any nationally recognized title insurance company, reflecting a coverage amount equal to the Lender Concentration Account on each Interest Payment Date, and shall be applied (in accordance with Article III and this Article IV) to interest accrued and, as appropriate, principal outstanding, on the Loan on the same Business Day as such funds are credited to the Lender Concentration Account, all pursuant to a calculation of such amounts provided to the Account Bank and the Borrower by the Lender. Funds appraised value reflected in the Blocked Account identified by the Lender as funds not to be swept to the Lender Concentration Account, shall be transferred by the Account Bank to such account as the Borrower shall designate, provided that funds deposited by Borrower third party appraisal delivered pursuant to Section 4.02(c) shall be available for withdrawal by the Account Bank.
(c) Borrower shall pay for all fees, expenses and charges of the Account Bank by depositing sufficient funds into the Blocked Account when such fees, expenses and charges are due.
(d) Borrower shall, not later than the date of execution of the Blocked Account Control Agreement 3.1(l); it being understood that (i) instruct such mortgagee policy title insurance shall have been issued at the Licensee in writing (with detailed wire instructions) to remit to the Blocked Account when due all payments that are due and payable to Borrower in respect of or derived from the License Agreement Borrower's expense and (ii) promptly provide to shall contain such customary endorsements as may be reasonably required by the Lender a copy Administrative Agent, and (b) in lieu of such notification.
delivering an acceptable policy of title insurance as provided in the foregoing clause (e) Borrower shall have no right to terminate the Blocked Account without the Lender’s prior written consent. Any such consent, which the Lender may grant or withhold in its sole discretion, shall be subject to the satisfaction of each of the following conditions to the satisfaction of the Lender:
(i) the successor Account Bank shall be acceptable to the Lender;
(ii) the Lendera), the Borrower may, at its option, elect to apply the funds held in such Blocked Account as an optional prepayment of the Term Advances pursuant to Section 2.4 and the successor Account Bank shall have entered into a deposit account control agreement substantially applied in the form inverse order of maturity, and upon delivery of the Blocked Account Control Agreement initially entered into;
(iii) all funds and items in the accounts subject to the Blocked Account Control Agreement to be terminated shall be transferred to the new accounts held at the successor Account Bank prior to the termination Notice of the then existing Blocked Account; and
(iv) Borrower and the Lender shall have received evidence that the Licensee has been instructed to remit all future payments to the new account held at the successor Account Bank.
(f) Borrower shall make prepayments made in accordance with Section 3.02 by wire transfer or by an Automated Clearing House transfer to the Lender Concentration Account.
(g) In the event at any time following the execution of the Blocked Account Control Agreement by all parties thereto, the Licensee remits any payments directly to Borrower or otherwise except to the Blocked Account, Borrower shall immediately (i) remit any such payments to the Blocked Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such payments by wire transfer or by an Automated Clearing House transfer of immediately available funds directly to the Lender Concentration Account), (ii) immediately instruct the Licensee in writing to remit any future payments to the Blocked Account and (iii) promptly provide to Lender a copy of such notice.
(h) Any payments, other than from funds paid to the Lender from the Lender Concentration Account, to be made Optional Prepayment by the Borrower to the Lender hereunder or under any other Transaction Document Administrative Agent for such prepayment the Administrative Agent shall be made by wire transfer or by an Automated Clearing House transfer release and apply such funds in the inverse order of immediately available funds to maturity as prepayment of the Lender Concentration AccountTerm Advances.
Appears in 1 contract
Sources: Credit Agreement (Steel Excel Inc.)
Blocked Account. On So long as this Agreement shall be in effect or before any of the Initial Funding Date Obligations shall be outstanding, Borrower agrees that, at the request of Secured Party, all funds payable by any account debtor to Borrower shall be deposited in special deposit accounts (each a "Blocked Account") of Borrower set up in one or more banks acceptable to Secured Party. In addition, all funds payable to Borrower under any merchants service agreements with any such later date as bank relating to credit cards accepted by Borrower shall also be deposited into the Parties may agree, the Parties shall enter into a Blocked Account Control Agreement with the maintained at such bank. Each Blocked Account Bankshall be established pursuant to a tri-party agreement among Borrower, Secured Party, and such bank (each a "Blocked Account Agreement"), in form and substance satisfactory to Secured Party, which Blocked Account Control Agreement will provide for, among other things, Agreements shall include the establishment and maintenance of a Blocked Account in accordance with the terms herein and therein.following provisions:
(a1) The Lender Concentration Account Agreement by Borrower that it has no power of withdrawal over the funds in the Blocked Account;
(2) Agreement by the bank that it shall be established neither claim nor exercise any right of off-set or banker's lien against the funds in the Blocked Account;
(3) Waiver and maintained solely for release by the benefit bank to Secured Party of the Lender, subject any right or claim which such bank may have in or to the terms and conditions of this Agreement. The Lender shall have immediate and full access to any funds held in the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever.Blocked Account;
(b4) Sweeps from the Blocked Account shall be made to the Lender Concentration Account on each Interest Payment Date, and shall be applied (in accordance with Article III and this Article IV) to interest accrued and, as appropriate, principal outstanding, on the Loan on the same Business Day as such funds are credited to the Lender Concentration Account, all pursuant to a calculation of such amounts provided to the Account Bank and the Borrower Agreement by the Lender. Funds bank to forward daily to Secured Party by wire transfer (or by such other manner of transfer acceptable to Secured Party) all funds in the Blocked Account identified by the Lender as funds not to be swept to the Lender Concentration Collections Account (hereinafter defined) maintained by Borrower with Secured Party;
(5) Assignment and pledge by Borrower to Secured Party, as additional collateral security for the Obligations, of all funds in each Blocked Account, shall be transferred by the Account Bank to such account as the Borrower shall designate, provided that funds deposited and direction by Borrower pursuant to Section 4.02(c) shall be available for withdrawal by the Account Bank.
(c) Borrower shall pay for all fees, expenses and charges of the Account Bank by depositing sufficient funds into the each bank maintaining a Blocked Account when such fees, expenses and charges are due.
(d) Borrower shall, not later than the date of execution of the Blocked Account Control Agreement (i) instruct the Licensee in writing (with detailed wire instructions) to remit to the Blocked Account when due all payments that are due and payable to Borrower in respect of or derived from the License Agreement hold such funds as bailee for Secured Party, and (ii) promptly provide to distribute the Lender a copy of such notification.
(e) Borrower shall have no right funds daily to terminate Secured Party in the Blocked Account without the Lender’s prior written consent. Any such consent, which the Lender may grant or withhold in its sole discretion, shall be subject manner specified by Secured Party from time to the satisfaction of each of the following conditions to the satisfaction of the Lender:
(i) the successor Account Bank shall be acceptable to the Lendertime;
(ii6) the Lender, the Agreement by Borrower and the successor Account Bank shall have entered into to pay directly to each bank maintaining a deposit account control agreement substantially in the form of the Blocked Account Control Agreement initially entered into;
(iii) all funds costs and items in the accounts subject to the Blocked Account Control Agreement to be terminated shall be transferred to the new accounts held at the successor Account Bank prior to the termination of the then existing expenses associated with such Blocked Account; and
(iv7) Agreement by Borrower that it may not unilaterally terminate any Blocked Account or any Blocked Account Agreement. All funds forwarded to Secured Party from a Blocked Account pursuant to this Section shall be deposited in the Collections Account and the Lender shall have received evidence that the Licensee has been instructed applied as set forth in Section 9 (b). The provisions of this Section are in addition to remit all future payments to the new account held at the successor Account Bank.
(f) Borrower shall make prepayments made and not in accordance with Section 3.02 by wire transfer or by an Automated Clearing House transfer to the Lender Concentration Account.
(g) In the event at any time following the execution limitation of the Blocked Account Control Agreement by all parties thereto, the Licensee remits any payments directly to Borrower or otherwise except to the Blocked Account, Borrower shall immediately (i) remit any such payments to the Blocked Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such payments by wire transfer or by an Automated Clearing House transfer provisions of immediately available funds directly to the Lender Concentration Account), (ii) immediately instruct the Licensee in writing to remit any future payments to the Blocked Account and (iii) promptly provide to Lender a copy of such noticeSection 8.
(h) Any payments, other than from funds paid to the Lender from the Lender Concentration Account, to be made by the Borrower to the Lender hereunder or under any other Transaction Document shall be made by wire transfer or by an Automated Clearing House transfer of immediately available funds to the Lender Concentration Account.
Appears in 1 contract
Blocked Account. On or before prior to the Initial Funding Date or such later date as hereof, Borrower has caused a bank account control agreement concerning the Parties may agreeBlocked Account, in form and content acceptable to Lender, to be fully executed and delivered to Lender. Borrower shall at all times from and after the Parties shall enter into date hereof until the Indebtedness has been paid in full, cause to be kept and maintained a Blocked Account Control Agreement with the Account Bank, which Blocked Account Control Agreement Account. Borrower will provide for, among other things, the establishment and maintenance of a Blocked Account in accordance with the terms herein and therein.
(a) The Lender Concentration Account shall cause all Revenues to be established and maintained solely for the benefit of the Lender, subject to the terms and conditions of this Agreement. The Lender shall have immediate and full access to any funds held in the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever.
(b) Sweeps from deposited into the Blocked Account (including, without limitation, all credit card payments) and all payments received under any Interest Rate Protection Agreement and shall be give irrevocable notices to tenants and other account debtors of Borrower or the Property to make all payments, if made by wire transfer, directly to the Lender Concentration Account on each Interest Payment Date, and shall be applied (in accordance with Article III and this Article IV) to interest accrued and, as appropriate, principal outstanding, on the Loan on the same Business Day as such funds are credited to the Lender Concentration Blocked Account, all pursuant to a calculation of such amounts provided to the Account Bank and the Borrower by the Lender. Funds in the Blocked Account identified by the Lender as funds not to be swept to the Lender Concentration Account, shall be transferred by the Account Bank to such account as the Borrower shall designate, provided that funds deposited by Borrower pursuant to Section 4.02(c) shall be available for withdrawal by the Account Bank.
(c) Borrower shall pay for all fees, expenses of opening and charges of maintaining the Account Bank by depositing sufficient Blocked Account. Borrower will disburse funds into from the Blocked Account when such feesin the following order of priority:
(a) first, expenses to Lender to make the required amount of the Monthly Tax Deposits and charges are due.Monthly Insurance Deposits;
(b) next, to pay all Accrued Interest and any Minimum Amortization Payment then due and payable;
(c) next, to pay Eligible Expenses;
(d) Borrower shallnext, not later than to pay the date of execution of Monthly CapEx Reserve Deposit required to be deposited into the Blocked Account Control Agreement (i) instruct the Licensee in writing (with detailed wire instructions) CapEx Reserve pursuant to remit to the Blocked Account when due all payments that are due and payable to Borrower in respect of or derived from the License Agreement and (ii) promptly provide to the Lender a copy of such notification.Section 2.5.1(b);
(e) Borrower next, to pay the Monthly Interest Cap Amount required to be deposited into the Interest Rate Cap Reserve pursuant to Section 2.5.1(c); and
(f) next, during any Cash Trap Period any balance to Lender to be deposited into the Interest Reserve and if there is no Cash Trap Period any balance to Borrower. The amounts described in clauses (a), (b), (d) and (e) shall be due and payable on each Scheduled Payment Date whether or not Revenues are sufficient therefor. After an Event of Default, Lender shall have no the right to terminate (i) apply the funds in the Blocked Account without and any Revenues then in the Lender’s prior written consent. Any possession of Lender or Servicer (including funds in the account described in clause (ii) below) toward payment of expenses incurred in connection with the operation of the Property and/or the Indebtedness in such consentorder, which the priority and proportion as Lender may grant or withhold determine in its sole discretion, shall be subject to the satisfaction of each of the following conditions to the satisfaction of the Lender:
(i) the successor Account Bank shall be acceptable to the Lender;
and absolute discretion and/or (ii) transfer all or a portion of said funds in the Lender, the Borrower and the successor Blocked Account Bank shall have entered into a deposit account established, from time to time, by, and under the sole control agreement substantially in of, Lender (as additional collateral for the form Loan). Lender's right to withdraw and apply any of the Blocked Account Control Agreement initially entered into;
(iii) all foregoing funds and items in the accounts subject to the Blocked Account Control Agreement to be terminated shall be transferred in addition to the new accounts held at the successor Account Bank prior to the termination of the then existing Blocked Account; and
(iv) Borrower all other rights and the Lender shall have received evidence that the Licensee has been instructed to remit all future payments to the new account held at the successor Account Bank.
(f) Borrower shall make prepayments made in accordance with Section 3.02 by wire transfer or by an Automated Clearing House transfer to the Lender Concentration Account.
(g) In the event at any time following the execution of the Blocked Account Control Agreement by all parties thereto, the Licensee remits any payments directly to Borrower or otherwise except to the Blocked Account, Borrower shall immediately (i) remit any such payments to the Blocked Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such payments by wire transfer or by an Automated Clearing House transfer of immediately available funds directly to the Lender Concentration Account), (ii) immediately instruct the Licensee in writing to remit any future payments to the Blocked Account and (iii) promptly provide remedies provided to Lender a copy of such noticeunder the Loan Documents.
(h) Any payments, other than from funds paid to the Lender from the Lender Concentration Account, to be made by the Borrower to the Lender hereunder or under any other Transaction Document shall be made by wire transfer or by an Automated Clearing House transfer of immediately available funds to the Lender Concentration Account.
Appears in 1 contract
Sources: Loan and Security Agreement (Stratus Properties Inc)
Blocked Account. On If Excess Availability shall be less than $15,000,000 as of the close of business on any Business Day, within ten (10) days after receipt of notice of such event from Agent and at Agent's request Borrowers shall establish and maintain, at Borrowers' expense, one or before the Initial Funding Date more blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with First Union or such later date other bank as is acceptable to Agent, into which Borrowers shall promptly deposit and direct account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the Parties may agreeidentical form in which such payments are made, whether by cash, check or other manner. The banks at which the Parties Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Agent, providing that all items received or deposited in the Blocked Accounts are the property of Agent, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds on a daily basis, all funds received or deposited into the Payment Account to a concentration or Blocked Account Control Agreement with the Account Bank, which as may be designated by Agent. Borrowers agree that all payments made to such Blocked Account Control Agreement will provide foror other funds received and collected by Lender pursuant to this Agreement, among whether on the Accounts or as proceeds of Inventory or other thingsCollateral, the establishment and maintenance of a Blocked Account in accordance with the terms herein and therein.
(a) The Lender Concentration Account or otherwise, shall be established and maintained solely for the benefit Property of the Lender, subject to the terms and conditions of this Agreement. The Lender shall have immediate and full access to any funds held in the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever.
(b) Sweeps from the Blocked Account shall be made to the Lender Concentration Account on each Interest Payment Date, and shall be applied (in accordance with Article III and this Article IV) to interest accrued and, as appropriate, principal outstanding, on the Loan on the same Business Day as such funds are credited to the Lender Concentration Account, all pursuant to a calculation of such amounts provided to the Account Bank and the Borrower by the Lender. Funds In no event shall the funds in the Blocked Account identified by be commingled with Borrowers' own funds. Borrowers agree to reimburse Agent and Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's or Agent's payments to or indemnification of such bank or person. The obligation of Borrowers to reimburse Agent or Lender as funds not to be swept to the Lender Concentration Account, shall be transferred by the Account Bank to for such account as the Borrower shall designate, provided that funds deposited by Borrower amounts pursuant to this Section 4.02(c) 6.6 shall be available for withdrawal by the Account Bank.
(c) Borrower shall pay for all fees, expenses and charges of the Account Bank by depositing sufficient funds into the Blocked Account when such fees, expenses and charges are due.
(d) Borrower shall, not later than the date of execution of the Blocked Account Control Agreement (i) instruct the Licensee in writing (with detailed wire instructions) to remit to the Blocked Account when due all payments that are due and payable to Borrower in respect of or derived from the License Agreement and (ii) promptly provide to the Lender a copy of such notification.
(e) Borrower shall have no right to terminate the Blocked Account without the Lender’s prior written consent. Any such consent, which the Lender may grant or withhold in its sole discretion, shall be subject to the satisfaction of each of the following conditions to the satisfaction of the Lender:
(i) the successor Account Bank shall be acceptable to the Lender;
(ii) the Lender, the Borrower and the successor Account Bank shall have entered into a deposit account control agreement substantially in the form of the Blocked Account Control Agreement initially entered into;
(iii) all funds and items in the accounts subject to the Blocked Account Control Agreement to be terminated shall be transferred to the new accounts held at the successor Account Bank prior to survive the termination or non-renewal of the then existing Blocked Account; and
(iv) Borrower and the Lender shall have received evidence that the Licensee has been instructed to remit all future payments to the new account held at the successor Account Bankthis Agreement.
(f) Borrower shall make prepayments made in accordance with Section 3.02 by wire transfer or by an Automated Clearing House transfer to the Lender Concentration Account.
(g) In the event at any time following the execution of the Blocked Account Control Agreement by all parties thereto, the Licensee remits any payments directly to Borrower or otherwise except to the Blocked Account, Borrower shall immediately (i) remit any such payments to the Blocked Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such payments by wire transfer or by an Automated Clearing House transfer of immediately available funds directly to the Lender Concentration Account), (ii) immediately instruct the Licensee in writing to remit any future payments to the Blocked Account and (iii) promptly provide to Lender a copy of such notice.
(h) Any payments, other than from funds paid to the Lender from the Lender Concentration Account, to be made by the Borrower to the Lender hereunder or under any other Transaction Document shall be made by wire transfer or by an Automated Clearing House transfer of immediately available funds to the Lender Concentration Account.
Appears in 1 contract
Sources: Loan and Security Agreement (Crown Central Petroleum Corp /Md/)
Blocked Account. On Borrowers shall direct all of their Account Debtors to make all payments on the Accounts that are made by (a) check directly to a mailing address designated by, and under the exclusive control of, Administrative Agent, at Administrative Agent or before a financial institution acceptable to Administrative Agent and (b) wire transfer to an account under the Initial Funding Date exclusive control of Administrative Agent, at Administrative Agent or a financial institution acceptable to Administrative Agent; provided, that with respect to payments made by check, with the consent of Administrative Agent, Borrowers may collect payments and remotely scan such later date checks to Administrative Agent in a manner satisfactory to Administrative Agent (“Remote Scanning”) on a daily basis as such checks are received. Borrowers shall establish one or more account(s) (the “Lockbox Account”) in Borrowers’ name, for the benefit of Administrative Agent, with Administrative Agent or a financial institution acceptable to Administrative Agent, into which all payments received in the Lockbox shall be deposited, and into which Borrowers will immediately deposit all payments received by Borrowers on Accounts in the identical form in which such payments were received, whether by cash or check. If Borrowers, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of Borrowers or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrowers and each such Person shall receive all such items in trust for, and as the Parties may sole and exclusive property of, Administrative Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Administrative Agent including by Remote Scanning. The financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to Administrative Agent, that the Parties shall enter into a Blocked checks, instruments, and other property in such Lockbox and Lockbox Account Control Agreement are the sole and exclusive property of Administrative Agent, that such financial institution will follow the instructions of Administrative Agent with respect to disposition of funds in the Lockbox and Lockbox Account Bankwithout further consent from the Borrowers, and that the financial institution will not accept, and Administrative Agent will not be obligated to accept, instructions of Borrowers with respect to the Lockbox Account. On any day on which Blocked Account Control Agreement will provide for, among other thingsthere are outstanding Revolving Loans, the establishment and maintenance daily ledger balance of such accounts as of the beginning of each Business Day shall be transferred to Administrative Agent each Business Day for application in accordance with Section 8.3. All payments made to such Lockbox Account or otherwise received by Administrative Agent, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Blocked Account Permitted Lien which is prior in right of payment), will be applied on account of the Obligations in accordance with the terms herein of this Agreement on any day in which Revolving Loans are outstanding. Borrowers shall pay all customary fees, costs and therein.
expenses in connection with opening and maintaining the Lockbox and Lockbox Account. All of such fees, costs and expenses if not paid by Borrowers, may be paid by Administrative Agent (aif at a financial institution other than Administrative Agent) The Lender Concentration Account or otherwise charged to Borrowers and in such event all amounts paid by Administrative Agent or charged by Administrative Agent shall constitute Obligations hereunder, shall be established payable to Administrative Agent by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and maintained solely for the benefit other items of the Lenderpayment or Proceeds of Collateral shall be endorsed by Borrowers to Administrative Agent, subject to the terms and conditions and, if that endorsement of this Agreement. The Lender shall have immediate and full access to any funds held in the Lender Concentration Account and such funds item shall not be subject made for any reason, Administrative Agent is hereby irrevocably authorized to any conditions or restrictions whatsoever.
(b) Sweeps from the Blocked Account shall be made to the Lender Concentration Account on each Interest Payment Date, and shall be applied (in accordance with Article III and this Article IV) to interest accrued and, as appropriate, principal outstanding, on the Loan on endorse the same Business Day on Borrowers’ behalf. For the purpose of this Section, CHICAGO/#2647830.13 each Borrower irrevocably hereby makes, constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent for that purpose) as such funds are credited to the Lender Concentration Account, all pursuant to a calculation of such amounts provided to the Account Bank each Borrower’s true and the Borrower by the Lender. Funds in the Blocked Account identified by the Lender as funds not to be swept to the Lender Concentration Account, shall be transferred by the Account Bank to such account as the Borrower shall designate, provided that funds deposited by Borrower pursuant to Section 4.02(c) shall be available for withdrawal by the Account Bank.
(c) Borrower shall pay for all fees, expenses lawful attorney and charges of the Account Bank by depositing sufficient funds into the Blocked Account when such fees, expenses and charges are due.
(d) Borrower shall, not later than the date of execution of the Blocked Account Control Agreement agent-in-fact (i) instruct the Licensee in writing (with detailed wire instructions) to remit endorse each Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to the Blocked any Account when due all payments that are due and payable to of any Borrower in respect of or derived from the License Agreement and Goods pertaining thereto; (ii) promptly provide to the Lender a copy take control in any manner of such notification.
(e) Borrower shall have no right to terminate the Blocked Account without the Lender’s prior written consent. Any such consent, which the Lender may grant any item of payment or withhold in its sole discretion, shall be subject to the satisfaction of each of the following conditions to the satisfaction of the Lender:
(i) the successor Account Bank shall be acceptable to the Lender;
(ii) the Lender, the Borrower and the successor Account Bank shall have entered into a deposit account control agreement substantially in the form of the Blocked Account Control Agreement initially entered into;
(iii) all funds and items in the accounts subject to the Blocked Account Control Agreement to be terminated shall be transferred to the new accounts held at the successor Account Bank prior to the termination of the then existing Blocked Account; and
(iv) Borrower and the Lender shall have received evidence that the Licensee has been instructed to remit all future payments to the new account held at the successor Account Bank.
(f) Borrower shall make prepayments made in accordance with Section 3.02 by wire transfer or by an Automated Clearing House transfer to the Lender Concentration Account.
(g) In the event at any time following the execution of the Blocked Account Control Agreement by all parties thereto, the Licensee remits any payments directly to Borrower or otherwise except to the Blocked Account, Borrower shall immediately (i) remit any such payments to the Blocked Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such payments by wire transfer or by an Automated Clearing House transfer of immediately available funds directly to the Lender Concentration Account), (ii) immediately instruct the Licensee in writing to remit any future payments to the Blocked Account Proceeds thereof and (iii) promptly provide to Lender a copy have access to any lockbox or postal box into which any of such noticeany Borrower’s mail is deposited, and open and process all mail addressed to each Borrower and deposited therein.
(h) Any payments, other than from funds paid to the Lender from the Lender Concentration Account, to be made by the Borrower to the Lender hereunder or under any other Transaction Document shall be made by wire transfer or by an Automated Clearing House transfer of immediately available funds to the Lender Concentration Account.
Appears in 1 contract
Sources: Loan and Security Agreement (Westmoreland Resource Partners, LP)
Blocked Account. On or before Borrower shall establish and maintain throughout the Initial Funding Date or such later term of this Agreement a depository account (the “Capitalization Account”) in Borrower’s name with a bank (a “Depository Bank”) which is acceptable to Lender to which the Capital Contribution shall be deposited as of the date as the Parties may agree, the Parties shall enter into a Blocked Account Control Agreement with the Account Bank, which Blocked Account Control Agreement will provide for, among other things, the establishment and maintenance of a Blocked Account hereof in accordance with the terms herein and therein.
(a) The Lender Concentration Account shall be established and maintained solely for the benefit of the Lender, subject to the terms and conditions of this Agreement. The Lender shall have immediate and full access to any funds held At all times that the Minimum Capitalization Amount is greater than zero, Borrower will maintain a cash balance in the Lender Concentration Capitalization Account and such funds of not less than the Minimum Capitalization Amount. If at any time the Capitalization Account balance is less than the Minimum Capitalization Amount, Borrower shall not be subject to any conditions or restrictions whatsoever.
(b) Sweeps immediately, without notice from the Blocked Account shall be made Lender, deposit to the Lender Concentration Account on each Interest Payment Date, and shall be applied (in accordance with Article III and this Article IV) to interest accrued and, as appropriate, principal outstanding, on the Loan on the same Business Day as such funds are credited to the Lender Concentration Capitalization Account, all pursuant to a calculation of such amounts provided to necessary so that the Account Bank and the Borrower by the Lender. Funds amount on deposit in the Blocked Capitalization Account identified by equals or exceeds the Lender as funds not to be swept to the Lender Concentration Account, shall be transferred by the Account Bank to such account as the Minimum Capitalization Amount. Borrower shall designatenot withdraw or transfer any funds from the Capitalization Account except that Borrower may, provided from time to time, so long as no Default or Event of Default has occurred and is continuing, withdraw such funds from the Capitalization Account that funds deposited by Borrower pursuant to Section 4.02(c) shall be available for withdrawal by the Account Bank.
(c) Borrower shall pay for all fees, expenses and charges of the Account Bank by depositing sufficient funds into the Blocked Account when such fees, expenses and charges are due.
(d) Borrower shall, not later than the date of execution of the Blocked Account Control Agreement (i) instruct exceed the Licensee in writing (with detailed wire instructions) to remit to the Blocked Account when due all payments that are due and payable to Borrower in respect of or derived from the License Agreement Minimum Capitalization Amount, and (ii) promptly provide are transferred directly to Lender to be used to make a Down Payment on Eligible Vehicles. The Depository Bank shall acknowledge, in a manner satisfactory to Lender, Lender’s security interest in all funds in the Capitalization Account and shall agree that the Depository Bank has no right of setoff against any or all of the funds in the Capitalization Account. Upon the occurrence and during the continuation of an Event of Default, any or all of the funds in either the Capitalization Account may be applied by Lender to the Lender a copy payment of Borrower’s Obligations in such notification.
(e) Borrower shall have no right to terminate the Blocked Account without the Lender’s prior written consent. Any such consent, which the order and manner as Lender may grant or withhold elect in its sole discretion, . At no time shall be subject Borrower have any right to the satisfaction of each of the following conditions to the satisfaction of the Lender:
(i) the successor Account Bank shall be acceptable to the Lender;
(ii) the Lender, the Borrower and the successor Account Bank shall have entered into a deposit account control agreement substantially withdraw or otherwise use any funds in the form of the Blocked Capitalization Account Control Agreement initially entered into;
(iii) all funds and items except as provided in the accounts subject to the Blocked Account Control Agreement to be terminated shall be transferred to the new accounts held at the successor Account Bank prior to the termination of the then existing Blocked Account; and
(iv) Borrower and the Lender shall have received evidence that the Licensee has been instructed to remit all future payments to the new account held at the successor Account Bankthis Agreement.
(f) Borrower shall make prepayments made in accordance with Section 3.02 by wire transfer or by an Automated Clearing House transfer to the Lender Concentration Account.
(g) In the event at any time following the execution of the Blocked Account Control Agreement by all parties thereto, the Licensee remits any payments directly to Borrower or otherwise except to the Blocked Account, Borrower shall immediately (i) remit any such payments to the Blocked Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such payments by wire transfer or by an Automated Clearing House transfer of immediately available funds directly to the Lender Concentration Account), (ii) immediately instruct the Licensee in writing to remit any future payments to the Blocked Account and (iii) promptly provide to Lender a copy of such notice.
(h) Any payments, other than from funds paid to the Lender from the Lender Concentration Account, to be made by the Borrower to the Lender hereunder or under any other Transaction Document shall be made by wire transfer or by an Automated Clearing House transfer of immediately available funds to the Lender Concentration Account.
Appears in 1 contract
Sources: Financing Agreement (Vanguard Car Rental Group Inc.)
Blocked Account. On or before the Initial Funding Date or such later date as the Parties may agree, the Parties shall enter into a Blocked Account Control Agreement with the Account Bank, which Blocked Account Control Agreement will provide for, among other things, the establishment and maintenance of a Blocked Account in accordance with the terms herein and therein.
(a) The Lender Concentration Account shall be established Borrower will establish and maintained solely for maintain at the benefit of Bank, at the LenderBorrower's expense, a blocked account (the "Blocked Account"), subject to the terms and conditions of this Agreementthe Agent's agreement for such accounts, into which the Borrower shall promptly deposit all payments on accounts and all payments constituting proceeds of accounts or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner ("Collections"). The Lender Borrower agrees that all payments made to such Blocked Account or other funds received and collected by the Bank or the Agent, whether on the accounts or as proceeds of other Collateral shall be the property of the Bank and the Agent over which the Bank and the Agent alone shall have immediate power of withdrawal. All amounts collected by the Borrower shall be deemed to be collected, in trust, for the benefit of the Bank and full access to any funds held in the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoeverAgent.
(b) Sweeps from Borrower shall promptly deliver to the Blocked Account Agent, on behalf of the Bank, all Collections, which shall be made to the Lender Concentration Account on each Interest Payment Date, and shall be applied (in accordance with Article III and this Article IV) to interest accrued and, as appropriate, principal outstanding, on the Loan on the same Business Day as such funds are credited to the Lender Concentration Account, all pursuant to a calculation of such amounts provided to the Account Bank and the Borrower by the Lender. Funds in the Blocked Account identified by the Lender as funds not to be swept to the Lender Concentration Account, shall be transferred by the Account Bank to such account as the Borrower shall designate, provided that funds deposited by Borrower pursuant to Section 4.02(c) shall be available for withdrawal by the Account Bank.
(c) Borrower shall pay for all fees, expenses and charges of the Account Bank by depositing sufficient funds into the Blocked Account when Account, and upon receipt thereof (as hereinafter provided) the Agent shall,(a) credit same to Borrower's outstanding Revolving Credit Loans, or (b) credit the balance, if any, to the Borrower's operating account with the Bank. All such fees, expenses and charges are due.
(d) Borrower shall, not later than credits shall be conditioned upon final payment to the date of execution Bank or the Agent of the Blocked Account Control Agreement (i) instruct items giving rise to them and if any items are not so paid, the Licensee in writing (with detailed wire instructions) to remit to the Blocked Account when due all payments that are due and payable to Borrower in respect amount of or derived from the License Agreement and (ii) promptly provide to the Lender a copy of such notification.
(e) Borrower shall have no right to terminate the Blocked Account without the Lender’s prior written consent. Any such consent, which the Lender may grant or withhold in its sole discretion, any credit given shall be subject charged as an increase in the Borrower's Revolving Credit Loans (or as a debit to any deposit account of Borrower with the satisfaction of each Bank or any Affiliate of the following conditions to Bank) whether or not the satisfaction of the Lender:
(i) the successor Account Bank shall be acceptable to the Lender;
(ii) the Lender, the Borrower and the successor Account Bank shall have entered into a deposit account control agreement substantially item is returned. Until deposited in the form of the Blocked Account Control Agreement initially entered into;
(iii) all funds and items in the accounts subject to the Blocked Account Control Agreement to be terminated shall be transferred to the new accounts held at the successor Account Bank prior to the termination of the then existing Blocked Account; and
(iv) Borrower and the Lender shall have received evidence that the Licensee has been instructed to remit all future payments to the new account held at the successor Account Bank.
(f) Borrower shall make prepayments made in accordance with Section 3.02 by wire transfer or by an Automated Clearing House transfer to the Lender Concentration Account.
(g) In the event at any time following the execution of the Blocked Account Control Agreement by all parties thereto, the Licensee remits any payments directly to Borrower or otherwise except to the Blocked Account, Borrower shall immediately (i) remit not commingle any proceeds with any other funds or property of Borrower, but shall hold the proceeds separate and apart therefrom and upon an express trust for the Agent and the Bank until deposited in the Blocked Account. Credit for the proceeds deposited in the Blocked Account shall be conditioned upon final payment of the deposited item. Upon the occurrence and during the continuation of an Event of Default, upon request of the Agent, Borrower shall notify all existing and future account debtors to make all payments to Borrower in Borrower's name addressed to such payments location as the Agent may from time to time designate. The Agent is authorized to endorse Borrower's name on any evidence of payment or debt referred to in the preceding sentence. Notwithstanding the application by the Agent of the Collections to the Loans or into the Blocked Account on the date received, interest shall continue to accrue with respect to any domestic check so applied or deposited to the Blocked Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such payments by wire transfer or by an Automated Clearing House transfer of immediately available funds directly to the Lender Concentration Account), (ii) immediately instruct the Licensee in writing to remit any future payments to the Blocked Account for two (2) Banking Days after receipt of the item or wire and (iii) promptly provide with respect to Lender a copy other proceeds until the Agent has received notice of such notice.
(h) Any paymentscollection. If the proceeds are received by the Agent after 3:00 P.M., other than from the proceeds shall be deemed, for the purposes of this Agreement, to have been received on the next succeeding Banking Day. An accounting shall be rendered to Borrower once each month setting forth an accounting of the application of the funds paid so collected. If Borrower does not notify the Agent to the Lender from contrary, in writing, within thirty (30) days of the Lender Concentration Accountmailing of the accounting, the allocation therein set forth shall be deemed to be made by the Borrower to the Lender hereunder or under any other Transaction Document shall be made by wire transfer or by an Automated Clearing House transfer of immediately available funds to the Lender Concentration Accountacceptable, correct, proper and binding on Borrower.
Appears in 1 contract
Blocked Account. On or before (a) During the Initial Funding Date or such later date as term of the Parties may agreeLoan, Borrower shall establish and maintain an account (the Parties shall enter into a “Blocked Account”) with Blocked Account Control Agreement with Bank in trust for the Account Bankbenefit of Lender, which Blocked Account Control Agreement will provide for, among other things, shall be under the establishment sole dominion and maintenance control of a Lender. The Blocked Account shall be entitled U-Haul Co. of Florida 8, LLC, U-Haul Co. of Florida 9, LLC, U-Haul Co. of Florida 10, LLC, UHIL 8, LLC, UHIL 9, LLC, UHIL 10, LLC, UHIL 13, LLC, AREC 8, LLC, AREC 9, LLC, AREC 10, LLC, and AREC 13, LLC, as Borrower and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A., and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of August 12, 2015 – Blocked Account”. Borrower hereby grants to Lender a first-priority security interest in accordance with the terms herein Blocked Account and thereinall deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Blocked Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. During a Cash Sweep Period, Lender and Servicer shall have the sole right to make withdrawals from the Blocked Account and all costs and expenses for establishing and maintaining the Blocked Account shall be paid by Borrower. All monies now or hereafter deposited into the Blocked Account shall be deemed additional security for the Debt. The Blocked Account Agreement and Blocked Account shall remain in effect until the Loan has been repaid or defeased in full.
(ab) The Lender Concentration Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents (including Rents derived from an After Acquired Leasehold Property) into the Blocked Account within one (1) Business Day after receipt thereof. 36
(c) Borrower shall be established and maintained solely for the benefit of the Lenderobtain from Blocked Account Bank its agreement, subject to the terms and conditions of this the Cash Management Agreement. The Lender shall have immediate and full access , upon Lender’s notice during a Cash Sweep Period, to any funds held in the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoever.
(b) Sweeps from the Blocked Account shall be made transfer to the Lender Concentration Cash Management Account in immediately available funds by federal wire or ACH transfer all amounts on each Interest Payment Date, and shall be applied (in accordance with Article III and this Article IV) to interest accrued and, as appropriate, principal outstanding, on the Loan on the same Business Day as such funds are credited to the Lender Concentration Account, all pursuant to a calculation of such amounts provided to the Account Bank and the Borrower by the Lender. Funds deposit in the Blocked Account identified by once every Business Day throughout the Lender as funds not to be swept to the Lender Concentration Account, shall be transferred by the Account Bank to such account as the Borrower shall designate, provided that funds deposited by Borrower pursuant to Section 4.02(c) shall be available for withdrawal by the Account Bank.
(c) Borrower shall pay for all fees, expenses and charges term of the Account Bank by depositing sufficient funds into the Blocked Account when such fees, expenses and charges are dueLoan.
(d) Borrower shallUpon the occurrence of an Event of Default, not later than the date of execution of Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Blocked Account Control Agreement (i) instruct the Licensee in writing (with detailed wire instructions) to remit to the Blocked Account when due all payments that are due and payable to Borrower payment of the Debt in respect of or derived from the License Agreement and (ii) promptly provide to the Lender a copy of such notificationany order in its sole discretion.
(e) Borrower shall have no right to terminate the The Blocked Account without shall not be commingled with other monies held by Borrower, Manager or Blocked Account Bank; provided, however, revenue collected from the Lender’s prior written consent. Any such consent, which the Lender Property may grant or withhold in its sole discretion, shall initially be subject to the satisfaction commingled with revenue of each Affiliates of the following conditions to the satisfaction of the Lender:
Borrower so long as (i) the successor Account Bank shall revenue from the Property can be acceptable to identified and segregated from the Lender;
revenue of Affiliates and (ii) the Lender, revenue from the Borrower and the successor Account Bank shall have entered into a deposit account control agreement substantially Property is deposited in the form of the Blocked Account Control as required by this Agreement initially entered into;
(iii) all funds and items in the accounts subject to the Blocked Account Control Agreement to be terminated shall be transferred to the new accounts held at the successor Account Bank prior to the termination of the then existing Blocked Account; and
(iv) Borrower and the Lender shall have received evidence that the Licensee has been instructed to remit all future payments to the new account held at the successor Account BankCash Management Agreement.
(f) Borrower shall make prepayments not further pledge, assign or grant any security interest in the Blocked Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made in accordance thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with Section 3.02 by wire transfer or by an Automated Clearing House transfer to the Lender Concentration Accountrespect thereto.
(g) In the event at Borrower shall indemnify Lender and hold Lender harmless from and against any time following the execution of and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Blocked Account Control Agreement by all parties thereto, the Licensee remits any payments directly to Borrower or otherwise except to the Blocked Account, Borrower shall immediately (i) remit any such payments to and/or the Blocked Account Agreement (or, if unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such payments by wire transfer or by an Automated Clearing House transfer of immediately available funds directly to the Lender Concentration Account), (ii) immediately instruct the Licensee in writing to remit any future payments to which the Blocked Account and (iii) promptly provide to Lender a copy of such noticewas established.
(h) Any payments, other than from funds paid to the Lender from the Lender Concentration Account, to be made by the Borrower to the Lender hereunder or under any other Transaction Document shall be made by wire transfer or by an Automated Clearing House transfer of immediately available funds to the Lender Concentration Account.
Appears in 1 contract
Sources: Loan Agreement (Amerco /Nv/)
Blocked Account. On Borrowers shall direct all of their Account Debtors to make all payments on the Accounts that are made by (a) check directly to a mailing address designated by, and under the exclusive control of, Administrative Agent, at Administrative Agent or before a financial institution acceptable to Administrative Agent and (b) wire transfer to an account under the Initial Funding Date exclusive control of Administrative Agent, at Administrative Agent or a financial institution acceptable to Administrative Agent; provided, that with respect to payments made by check, with the consent of Administrative Agent, Borrowers may collect payments and remotely scan such later date checks to Administrative Agent in a manner satisfactory to Administrative Agent (“Remote Scanning”) on a daily basis as such checks are received. Borrowers shall establish one or more account(s) (the “Lockbox Account”) in Borrowers’ name, for the benefit of Administrative Agent, with Administrative Agent or a financial institution acceptable to Administrative Agent, into which all payments received in the Lockbox shall be deposited, and into which Borrowers will immediately deposit all payments received by Borrowers on Accounts in the identical form in which such payments were received, whether by cash or check. If Borrowers, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of Borrowers or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrowers and each such Person shall receive all such items in trust for, and as the Parties may sole and exclusive property of, Administrative Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Administrative Agent including by Remote Scanning. The financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to Administrative Agent, that the Parties shall enter into a Blocked checks, instruments, and other property in such Lockbox and Lockbox Account Control Agreement are the sole and exclusive property of Administrative Agent, that such financial institution will follow the instructions of Administrative Agent with respect to disposition of funds in the Lockbox and Lockbox Account Bankwithout further consent from the Borrowers, and that the financial institution will not accept, and Administrative Agent will not be obligated to accept, instructions of Borrowers with respect to the Lockbox Account. On any day on which Blocked Account Control Agreement will provide for, among other thingsthere are outstanding Revolving Loans, the establishment and maintenance daily ledger balance of such accounts as of the beginning of each Business Day shall be transferred to Administrative Agent each Business Table of Contents Day for application in accordance with Section 8.3. All payments made to such Lockbox Account or otherwise received by Administrative Agent, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Blocked Account Permitted Lien which is prior in right of payment), will be applied on account of the Obligations in accordance with the terms herein and therein.
(a) The Lender Concentration Account shall be established and maintained solely for the benefit of the Lender, subject to the terms and conditions of this Agreement. The Lender shall have immediate Agreement on any day in which Revolving Loans are outstanding; provided, that so long as no Event of Default has occurred and full access to any funds held in the Lender Concentration Account and such funds is continuing, payments received by Administrative Agent shall not be subject applied to any conditions or restrictions whatsoever.
(b) Sweeps from the Blocked Account unmatured portion of the LIBOR Rate Loans, but shall be made held in a cash collateral account maintained by Administrative Agent/transferred to Borrowers’ operating account at Administrative Agent, until the Lender Concentration Account on each Interest Payment Date, and shall be applied (in accordance with Article III and this Article IV) to interest accrued and, as appropriate, principal outstanding, on the Loan on the same Business Day as such funds are credited to the Lender Concentration Account, all pursuant to a calculation earlier of such amounts provided to the Account Bank and the Borrower by the Lender. Funds in the Blocked Account identified by the Lender as funds not to be swept to the Lender Concentration Account, shall be transferred by the Account Bank to such account as the Borrower shall designate, provided that funds deposited by Borrower pursuant to Section 4.02(c) shall be available for withdrawal by the Account Bank.
(c) Borrower shall pay for all fees, expenses and charges of the Account Bank by depositing sufficient funds into the Blocked Account when such fees, expenses and charges are due.
(d) Borrower shall, not later than the date of execution of the Blocked Account Control Agreement (i) instruct the Licensee in writing (with detailed wire instructions) last Business Day of the Interest Period applicable to remit to the Blocked Account when due all payments that are due and payable to Borrower in respect of or derived from the License Agreement such LIBOR Rate Loan and (ii) promptly provide the occurrence of an Event of Default; provided further, that so long as no Event of Default has occurred and is continuing, the immediately available funds in such cash collateral account may be disbursed, at the Representative’s discretion, to Borrowers so long as after giving effect to such disbursement, Borrowers’ availability under Section 2.1 hereof at such time, equals or exceeds the Lender a copy outstanding Revolving Loans at such time. Borrowers shall pay all customary fees, costs and expenses in connection with opening and maintaining the Lockbox and Lockbox Account. All of such notification.
fees, costs and expenses if not paid by Borrowers, may be paid by Administrative Agent (eif at a financial institution other than Administrative Agent) Borrower or otherwise charged to Borrowers and in such event all amounts paid by Administrative Agent or charged by Administrative Agent shall have no right to terminate the Blocked Account without the Lender’s prior written consent. Any such consent, which the Lender may grant or withhold in its sole discretionconstitute Obligations hereunder, shall be subject payable to Administrative Agent by Borrowers upon demand, and, until paid, shall bear interest at the satisfaction highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrowers to Administrative Agent, and, if that endorsement of any such item shall not be made for any reason, Administrative Agent is hereby irrevocably authorized to endorse the same on Borrowers’ behalf. For the purpose of this section, each of the following conditions to the satisfaction of the Lender:
Borrower irrevocably hereby makes, constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent for that purpose) as each Borrower’s true and lawful attorney and agent-in-fact (i) the successor to endorse each Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to any Account Bank shall be acceptable to the Lender;
of any Borrower or Goods pertaining thereto; (ii) the Lender, the Borrower and the successor Account Bank shall have entered into a deposit account to take control agreement substantially in the form any manner of the Blocked Account Control Agreement initially entered into;
(iii) all funds and items in the accounts subject to the Blocked Account Control Agreement to be terminated shall be transferred to the new accounts held at the successor Account Bank prior to the termination any item of the then existing Blocked Account; and
(iv) Borrower and the Lender shall have received evidence that the Licensee has been instructed to remit all future payments to the new account held at the successor Account Bank.
(f) Borrower shall make prepayments made in accordance with Section 3.02 by wire transfer payment or by an Automated Clearing House transfer to the Lender Concentration Account.
(g) In the event at any time following the execution of the Blocked Account Control Agreement by all parties thereto, the Licensee remits any payments directly to Borrower or otherwise except to the Blocked Account, Borrower shall immediately (i) remit any such payments to the Blocked Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such payments by wire transfer or by an Automated Clearing House transfer of immediately available funds directly to the Lender Concentration Account), (ii) immediately instruct the Licensee in writing to remit any future payments to the Blocked Account Proceeds thereof and (iii) promptly provide to Lender a copy have access to any lockbox or postal box into which any of such noticeany Borrower’s mail is deposited, and open and process all mail addressed to each Borrower and deposited therein.
(h) Any payments, other than from funds paid to the Lender from the Lender Concentration Account, to be made by the Borrower to the Lender hereunder or under any other Transaction Document shall be made by wire transfer or by an Automated Clearing House transfer of immediately available funds to the Lender Concentration Account.
Appears in 1 contract
Blocked Account. On Borrowers shall direct all of their Account Debtors to make all payments on the Accounts that are made by (a) check directly to a mailing address designated by, and under the exclusive control of, Administrative Agent, at Administrative Agent or before a financial institution acceptable to Administrative Agent and (b) wire transfer to an account under the Initial Funding Date exclusive control of Administrative Agent, at Administrative Agent or a financial institution acceptable to Administrative Agent; provided, that with respect to payments made by check, with the consent of Administrative Agent, Borrowers may collect payments and remotely scan such later date checks to Administrative Agent in a manner satisfactory to Administrative Agent (“Remote Scanning”) on a daily basis as such checks are received. Borrowers shall establish one or more account(s) (the “Lockbox Account”) in Borrowers’ name, for the benefit of Administrative Agent, with Administrative Agent or a financial institution acceptable to Administrative Agent, into which all payments received in the Lockbox shall be deposited, and into which Borrowers will immediately deposit all payments received by Borrowers on Accounts in the identical form in which such payments were received, whether by cash or check. If Borrowers, any Affiliate or Subsidiary, any shareholder, officer, director, employee or agent of Borrowers or any Affiliate or Subsidiary, or any other Person acting for or in concert with Borrowers shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts or other Collateral, Borrowers and each such Person shall receive all such items in trust for, and as the Parties may sole and exclusive property of, Administrative Agent and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lockbox Account in a manner satisfactory to Administrative Agent including by Remote Scanning. The financial institution with which the Lockbox Account is established shall acknowledge and agree, in a manner satisfactory to Administrative Agent, that the Parties shall enter into a Blocked checks, instruments, and other property in such Lockbox and Lockbox Account Control Agreement are the sole and exclusive property of Administrative Agent, that such financial institution will follow the instructions of Administrative Agent with respect to disposition of funds in the Lockbox and Lockbox Account Bankwithout further consent from the Borrowers, and that the financial institution will not accept, and Administrative Agent will not be obligated to accept, instructions of Borrowers with respect to the Lockbox Account. On any day on which Blocked Account Control Agreement will provide for, among other thingsthere are outstanding Revolving Loans, the establishment and maintenance daily ledger balance of such accounts as of the beginning of each Business Day shall be transferred to Administrative Agent each Business Day for application in accordance with Section 8.3. All payments made to such Lockbox Account or otherwise received by Administrative Agent, whether in respect of the Accounts or as Proceeds of other Collateral or otherwise (except for proceeds of Collateral which are required to be delivered to the holder of a Blocked Account Permitted Lien which is prior in right of payment), will be applied on account of the Obligations in accordance with the terms herein of this Agreement on any day in which Revolving Loans are outstanding; provided, that so long as no Event of Default has occurred and therein.
(a) The Lender Concentration Account is continuing, payments received by Administrative Agent shall not be applied to the unmatured portion of the LIBOR Rate Loans, but shall be established held in a cash collateral account maintained by Administrative Agent or Canadian Bank and/or transferred to Borrowers’ operating account at Administrative Agent or Canadian Bank, as applicable, until the earlier of (i) the last Business Day of the Interest Period applicable to such LIBOR Rate Loan, and maintained solely (ii) the occurrence of an Event of Default (the “Agreed LIBOR Loan Application Method”); provided further, that so long as no Event of Default has occurred and is continuing and Excess Availability is greater than or equal to $10,000,000 under the Canadian Revolving Loan Commitment and $7,500,000 under the US Revolving Loan Commitment, the immediately available funds in such cash collateral account may be transferred to Borrowers’ operating account at Administrative Agent (it being understood and agreed that the Administrative Agent may, at any time Excess Availability is less than the amounts set forth above for the benefit applicable Revolving Loan Commitment, apply such available funds to the Obligations after giving effect to the Agreed Libor Loan Application Method, unless an Event of Default exists, in which case, the LenderAdministrative Agent shall apply such available funds in such order as the Administrative Agent shall direct without restriction, subject to the terms of Section 16.2 herein). All of such fees, costs and conditions expenses if not paid by Borrowers, may be paid by Administrative Agent (if at a financial institution other than Administrative Agent) or otherwise charged to Borrowers and in such event all amounts paid by Administrative Agent or charged by Administrative Agent shall constitute Obligations hereunder, shall be payable to Administrative Agent by Borrowers upon demand, and, until paid, shall bear interest at the highest rate then applicable to Loans hereunder. All checks, drafts, instruments and other items of this Agreement. The Lender payment or Proceeds of Collateral shall have immediate and full access be endorsed by Borrowers to Administrative Agent, and, if that endorsement of any funds held in the Lender Concentration Account and such funds item shall not be subject made for any reason, Administrative Agent is hereby irrevocably authorized to any conditions or restrictions whatsoever.
(b) Sweeps from the Blocked Account shall be made to the Lender Concentration Account on each Interest Payment Date, and shall be applied (in accordance with Article III and this Article IV) to interest accrued and, as appropriate, principal outstanding, on the Loan on endorse the same Business Day on Borrowers’ behalf. For the purpose of this section, each Borrower irrevocably hereby makes, constitutes and appoints Administrative Agent (and all Persons designated by Administrative Agent for that purpose) as such funds are credited to the Lender Concentration Account, all pursuant to a calculation of such amounts provided to the Account Bank each Borrower’s true and the Borrower by the Lender. Funds in the Blocked Account identified by the Lender as funds not to be swept to the Lender Concentration Account, shall be transferred by the Account Bank to such account as the Borrower shall designate, provided that funds deposited by Borrower pursuant to Section 4.02(c) shall be available for withdrawal by the Account Bank.
(c) Borrower shall pay for all fees, expenses lawful attorney and charges of the Account Bank by depositing sufficient funds into the Blocked Account when such fees, expenses and charges are due.
(d) Borrower shall, not later than the date of execution of the Blocked Account Control Agreement agent-in-fact (i) instruct the Licensee in writing (with detailed wire instructions) to remit endorse each Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Chattel Paper, Document, Instrument, invoice or similar document or agreement relating to the Blocked any Account when due all payments that are due and payable to of any Borrower in respect of or derived from the License Agreement and Goods pertaining thereto; (ii) promptly provide to the Lender a copy take control in any manner of such notification.
(e) Borrower shall have no right to terminate the Blocked Account without the Lender’s prior written consent. Any such consent, which the Lender may grant any item of payment or withhold in its sole discretion, shall be subject to the satisfaction of each of the following conditions to the satisfaction of the Lender:
(i) the successor Account Bank shall be acceptable to the Lender;
(ii) the Lender, the Borrower and the successor Account Bank shall have entered into a deposit account control agreement substantially in the form of the Blocked Account Control Agreement initially entered into;
(iii) all funds and items in the accounts subject to the Blocked Account Control Agreement to be terminated shall be transferred to the new accounts held at the successor Account Bank prior to the termination of the then existing Blocked Account; and
(iv) Borrower and the Lender shall have received evidence that the Licensee has been instructed to remit all future payments to the new account held at the successor Account Bank.
(f) Borrower shall make prepayments made in accordance with Section 3.02 by wire transfer or by an Automated Clearing House transfer to the Lender Concentration Account.
(g) In the event at any time following the execution of the Blocked Account Control Agreement by all parties thereto, the Licensee remits any payments directly to Borrower or otherwise except to the Blocked Account, Borrower shall immediately (i) remit any such payments to the Blocked Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such payments by wire transfer or by an Automated Clearing House transfer of immediately available funds directly to the Lender Concentration Account), (ii) immediately instruct the Licensee in writing to remit any future payments to the Blocked Account Proceeds thereof and (iii) promptly provide to Lender a copy have access to any lockbox or postal box into which any of such noticeany Borrower’s mail is deposited, and open and process all mail addressed to each Borrower and deposited therein.
(h) Any payments, other than from funds paid to the Lender from the Lender Concentration Account, to be made by the Borrower to the Lender hereunder or under any other Transaction Document shall be made by wire transfer or by an Automated Clearing House transfer of immediately available funds to the Lender Concentration Account.
Appears in 1 contract
Blocked Account. On So long as any principal of or before interest on the Initial Funding Date Revolving Loan (whether or such later date as not due) shall remain unpaid or Lenders shall have any commitment or agreement to lend hereunder, Borrower shall continue to maintain the Parties may agree, the Parties shall enter into a Blocked Account Control Agreement with the Account BankAgent. Borrower hereby grants to Agent, which Blocked Account Control Agreement will provide for, among other things, the establishment and maintenance of a Blocked Account in accordance with the terms herein and therein.
(a) The Lender Concentration Account shall be established and maintained solely for the benefit of itself and the LenderLenders, subject to a continuing security interest in (i) the terms Blocked Account and conditions of this Agreement. The Lender shall have immediate and full access to any all funds held in such account, (ii) all certificates and instruments, if any, from time to time evidencing such account, (iii) all notes, checks and other instruments from time to time deposited in such account, (iv) all interest, if any, from time to time received in respect of such account and (v) all other property of Borrower from time to time in possession under the Lender Concentration control of or in transit to Agent or any Lender. Borrower also hereby transfers to Agent, for the benefit of itself and the Lenders, the exclusive dominion and control of the Blocked Account and Borrower shall have no right of withdrawal from such funds account. Except as otherwise expressly provided to the contrary in this Agreement and any other Loan Documents, Borrower shall take all such actions as Agent in good ▇▇▇▇▇ ▇▇▇▇▇ necessary or appropriate to ensure that at all times on and after the Closing Date all proceeds of all Collateral against which Lenders shall have made Advances under this Agreement are deposited in the Blocked Account. Upon receipt by Borrower, or any financial institution for the account of Borrower, any proceeds from the sale of any Collateral against which Lenders shall have made Advances hereunder, Borrower shall, or shall cause such financial institution to, transmit in the form received, before the close of business on the next succeeding Business Day, all such proceeds (properly endorsed, where required, so that all items delivered shall be collected by Agent) to Agent for credit to the Blocked Account. Borrower shall not, and shall cause any such financial institution not be subject to, commingle any such proceeds so received with Borrower’s other property, and shall hold separate and apart from all other property, all such proceeds in an express trust for the benefit of Agent and the Lenders until delivery thereof is made to any conditions or restrictions whatsoever.
(b) Sweeps from Agent. Credit for proceeds deposited in the Blocked Account shall be made to given on a daily Business Day basis upon deposit (credit for proceeds deposited in immediately available funds shall be given on the Lender Concentration Account on each Interest Payment Date, Business Day deposited) and shall be applied conditional upon final payment of the deposited item. For purposes of calculating interest only, credit for proceeds shall be given 2 Business Days after final payment of the deposited item (credit for proceeds deposited in accordance with Article III and this Article IV) to interest accrued and, as appropriate, principal outstanding, immediately available funds shall be given on the Loan on the same Business Day as such funds are credited to the Lender Concentration Account, all pursuant to a calculation of such amounts provided to the Account Bank and the deposited). Borrower by the Lender. Funds in the Blocked Account identified by the Lender as funds hereby agrees not to be swept to the Lender Concentration Account, shall be transferred by the Account Bank to such account as the Borrower shall designate, provided that funds deposited by Borrower pursuant to Section 4.02(c) shall be available for withdrawal by the Account Bank.
(c) Borrower shall pay for all fees, expenses and charges of the Account Bank by depositing sufficient funds deposit any monies into the Blocked Account when such fees, expenses and charges are due.
(d) Borrower shall, not later than the date of execution of the Blocked Account Control Agreement (i) instruct the Licensee in writing (with detailed wire instructions) to remit to the Blocked Account when due all payments that are due and payable to Borrower in respect of or derived from the License Agreement and (ii) promptly provide to the Lender a copy of such notification.
(e) Borrower shall have no right to terminate the Blocked Account without the Lender’s prior written consent. Any such consent, which the Lender may grant or withhold in its sole discretion, shall be subject to the satisfaction of each of the following conditions to the satisfaction of the Lender:
(i) the successor Account Bank shall be acceptable to the Lender;
(ii) the Lender, the Borrower and the successor Account Bank shall have entered into a deposit account control agreement substantially in the form of the Blocked Account Control Agreement initially entered into;
(iii) all funds and items in the accounts subject to the Blocked Account Control Agreement to be terminated shall be transferred to the new accounts held at the successor Account Bank prior to the termination of the then existing Blocked Account; and
(iv) Borrower and the Lender shall have received evidence that the Licensee has been instructed to remit all future payments to the new account held at the successor Account Bank.
(f) Borrower shall make prepayments made in accordance with Section 3.02 by wire transfer or by an Automated Clearing House transfer to the Lender Concentration Account.
(g) In the event at any time following the execution of the Blocked Account Control Agreement by all parties thereto, the Licensee remits any payments directly to Borrower or otherwise except to the Blocked Account, Borrower shall immediately (i) remit or otherwise permit any such payments moneys to the Blocked Account (or, if for some reason be deposited into such account is no longer or commingled with other funds in effect or payment cannot be made into such account, Borrower shall remit such payments by wire transfer or by an Automated Clearing House transfer except proceeds of immediately available funds directly to the Lender Concentration Account), (ii) immediately instruct the Licensee in writing to remit Collateral. Payments received after 2:00 p.m. New York time on any future payments to the Blocked Account and (iii) promptly provide to Lender a copy of such notice.
(h) Any payments, Business Day other than from funds paid the last Business Day of a calendar month, payments received after 1:00 p.m. New York time on the last Business Day of a calendar month, and payments received on a day that is not a Business Day shall be deemed to have been received on the Lender following Business Day. In the event net proceeds from the Lender Concentration Accountsale of Eligible Assets received by Agent shall exceed the principal balance of Advances made by Lenders against such Eligible Assets, plus accrued and unpaid interest relating thereto, Borrower may request in the Notice of Borrowing such excess proceeds to be made by delivered to Borrower in the Borrower manner described in Section 2.1(b). So long as no Event of Default has occurred and is continuing, Agent agrees (and Lenders authorize Agent) to the Lender hereunder or under any other Transaction Document shall be made by wire transfer or by an Automated Clearing House transfer of immediately available funds deliver such excess proceeds to the Lender Concentration AccountBorrower.
Appears in 1 contract
Sources: Loan and Security Agreement (C2 Global Technologies Inc)
Blocked Account. On or before the Initial Funding Date or such later date as the Parties may agree, the Parties shall enter into a Blocked Account Control Agreement with the Account Bank, which Blocked Account Control Agreement will provide for, among other things, the establishment and maintenance of a Blocked Account in accordance with the terms herein and therein.
(a) The Lender Concentration Account shall be established At the Bank's request, the Borrower will establish and maintained solely for maintain at the benefit of Bank, at the LenderBorrower's expense, a blocked account (the "Blocked Account"), subject to the terms and conditions of this Agreementthe Bank's agreement for such accounts, into which the Borrower shall promptly deposit all payments on accounts and all payments constituting proceeds of accounts or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The Lender Borrower agrees that all payments made to such Blocked Account or other funds received and collected by the Bank, whether on the accounts or as proceeds of other Collateral shall be the property of the Bank over which the Bank alone shall have immediate and full access power of withdrawal. All amounts collected by the Borrower shall be deemed to any funds held be collected, in trust, for the Lender Concentration Account and such funds shall not be subject to any conditions or restrictions whatsoeverbenefit of the Bank.
(b) Sweeps from All amounts credited to the Blocked Account shall be made applied to prepay the Borrower's outstanding Loans, all such applications to be conditioned upon final payment to the Lender Concentration Account on each Interest Payment DateBank of the items giving rise to them and if any items are not so paid, and the amount of any credit given shall be applied (charged as an additional Loan or debited to any deposit account of Borrower with the Bank whether or not the item is returned. Until deposited in accordance with Article III and this Article IV) to interest accrued and, as appropriate, principal outstanding, on the Loan on the same Business Day as such funds are credited to the Lender Concentration Blocked Account, all pursuant to a calculation of such amounts provided to the Account Bank and the Borrower by shall not commingle any proceeds with any other funds or other property of Borrower, but shall hold the Lenderproceeds separate and apart therefrom and upon an express trust for the Bank until deposited in the Blocked Account. Funds Credit for the proceeds deposited in the Blocked Account identified by shall be conditioned upon final payment of the Lender as funds not to be swept deposited item. After the payment of all obligations of Borrower to the Lender Concentration Bank, all excess proceeds in the Blocked Account, if any, shall be transferred deposited in Borrower's operating account maintained with the Bank. Notwithstanding the application by the Account Bank to such account as the Borrower shall designate, provided that funds deposited by Borrower pursuant to Section 4.02(c) shall be available for withdrawal by the Account Bank.
(c) Borrower shall pay for all fees, expenses and charges of the Account Bank by depositing sufficient funds proceeds of the Collateral to prepayment of the Loans or into the Blocked Account when such fees, expenses and charges are due.
(d) Borrower shall, not later than or the date of execution of the Blocked Account Control Agreement (i) instruct the Licensee in writing (received, interest shall continue to accrue with detailed wire instructions) respect to remit any domestic check so applied or deposited to the Blocked Account when due all payments that are due and payable to Borrower in respect of or derived from the License Agreement and (ii) promptly provide to the Lender a copy of such notification.
(e) Borrower shall have no right to terminate the Blocked Account without the Lender’s prior written consent. Any such consent, which the Lender may grant or withhold in its sole discretion, shall be subject to the satisfaction of each of the following conditions to the satisfaction of the Lender:
(i) the successor Account Bank shall be acceptable to the Lender;
(ii) the Lender, the Borrower and the successor Account Bank shall have entered into a deposit account control agreement substantially in the form of the Blocked Account Control Agreement initially entered into;
(iii) all funds and items in the accounts subject wire transfer to the Blocked Account Control Agreement for two (2) Banking Days after receipt of the item or wire and with respect to the other proceeds until the Bank has received notice of collection. If the proceeds are received by the Bank after 3:00 P.M., the proceeds shall be deemed, for the purposes of this Agreement, to have been received on the next succeeding Banking Day. An accounting shall be rendered to Borrower once each month setting forth an accounting of the application of the funds so collected. If the Borrower does not notify the Bank to the contrary, in writing, within thirty (30) days of the mailing of the accounting, the allocation therein set forth shall be deemed to be terminated shall be transferred to the new accounts held at the successor Account Bank prior to the termination of the then existing Blocked Account; and
(iv) Borrower acceptable, correct, proper and the Lender shall have received evidence that the Licensee has been instructed to remit all future payments to the new account held at the successor Account Bankbinding on Borrower.
(f) Borrower shall make prepayments made in accordance with Section 3.02 by wire transfer or by an Automated Clearing House transfer to the Lender Concentration Account.
(g) In the event at any time following the execution of the Blocked Account Control Agreement by all parties thereto, the Licensee remits any payments directly to Borrower or otherwise except to the Blocked Account, Borrower shall immediately (i) remit any such payments to the Blocked Account (or, if for some reason such account is no longer in effect or payment cannot be made into such account, Borrower shall remit such payments by wire transfer or by an Automated Clearing House transfer of immediately available funds directly to the Lender Concentration Account), (ii) immediately instruct the Licensee in writing to remit any future payments to the Blocked Account and (iii) promptly provide to Lender a copy of such notice.
(h) Any payments, other than from funds paid to the Lender from the Lender Concentration Account, to be made by the Borrower to the Lender hereunder or under any other Transaction Document shall be made by wire transfer or by an Automated Clearing House transfer of immediately available funds to the Lender Concentration Account.
Appears in 1 contract