Establishment of a Lockbox Account, Dominion Account Sample Clauses

Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Borrowers into either (i) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowing Agent and be acceptable to Agent or (ii) depository accounts (“Depository Accounts”) established at the Agent for the deposit of such proceeds. Each applicable Borrower, Agent and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Agent directing such Blocked Account Bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Agent and Borrowing Agent shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. All deposit accounts and investment accounts of each Borrower and its Subsidiaries are set forth on Schedule 4.15(h).
Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, be deposited by Loan Parties into a lockbox account, dominion account or such other blocked account (collectively, the “Blocked Accounts”) as Agent may require pursuant to an arrangement with such bank as may be selected by Loan Parties and be reasonably acceptable to Agent. Loan Parties shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s)
Establishment of a Lockbox Account, Dominion Account. (i) All proceeds of Collateral shall be deposited by Borrowing Base Parties into (A) with respect to Baskins, solely during the one hundred twenty (120) day period (or such longer period as Agent may agree to) following the Closing Date, the accounts of Baskins set forth on Schedule 4.15(h)(1) (as such schedule may be updated by Baskins to reflect the consolidation of its deposit accounts) designated as collection accounts (the “Baskins Collection Accounts”), (B) a collection account established at a bank or banks pursuant to an arrangement with such bank as may be selected by Borrower and be reasonably acceptable to Agent which is subject to a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC or (C) one or more collection accounts established at PNC for the deposit of such proceeds (all such accounts in the foregoing clauses (A) - (C) the “Collection Accounts”). On or before the date that is one hundred twenty (120) days (or such longer period as Agent may agree to) after the Closing Date, Baskins, Agent and each depository bank at which any Baskins Collection Accounts are then maintained shall enter into a deposit account control agreement in form and substance reasonably satisfactory to Agent in its Permitted Discretion directing such bank to transfer, no less frequently than weekly, such funds so deposited to Agent, either to any account maintained by Agent at such bank or by wire transfer to the Collection Account of Borrower maintained with PNC. All funds deposited in the Collection Accounts shall immediately become the property of Agent. All funds deposited in such Collection Accounts shall be applied to the outstanding Obligations in the manner set forth in this Agreement and, subject to all applicable terms of this Agreement (other than Article VIII), Borrower may request, in accordance with Sections 2.2 and 2.3, that any such funds in excess of the outstanding Obligations be remitted to the Funding Account. Neither Agent nor any Lender assumes any responsibility for such collection account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder.
Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall, at the direction of Agent, be deposited by Borrower into a lockbox account, dominion account or such other "blocked account" ("Blocked Accounts") as Agent may require pursuant to an arrangement with Agent. All funds deposited in such "blocked account" shall immediately become the property of Agent and Borrower shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such "blocked account" arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by the Agent thereunder. Alternatively, Agent may establish depository accounts ("Depository Accounts") in the name of the Agent, at the Agent for the deposit of such funds and Borrower shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.
Establishment of a Lockbox Account, Dominion Account. All payments of Receivables and other proceeds of Collateral (i) shall be deposited by Borrowers directly into a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) as Administrative Agent may require pursuant to an arrangement with such bank as may be selected by Borrowers and be acceptable to Administrative Agent and (ii) may be transferred from a Blocked Account and deposited into a Permitted Operating Account and no other account; provided however, that notwithstanding the foregoing, following any Event of Default, all proceeds of Collateral shall be deposited only in Blocked Accounts. Borrowers shall issue to any such bank with Blocked Accounts, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Administrative Agent daily upon receipt of notice from Administrative Agent that an Event of Default has occurred, either to any account maintained by Administrative Agent at said bank or by wire transfer to appropriate account(s) of Administrative Agent; provided, further, however, that all payments of receivables and other proceeds of Collateral in an aggregate amount not in excess of U.S. $1,000,000 held in accounts located outside of the United States of America (“Foreign Accounts”) shall not be subject to the foregoing clauses (i) and (ii) of this Section 4.15(h) and Borrowers shall not permit the aggregate amount of all payments of Receivables and other proceeds of Collateral held in Foreign Accounts which are not Blocked Accounts to exceed U.S. $1,000,000 at any time. Unless otherwise agreed by the Required Lenders, Administrative Agent shall send such notice following an Event of Default or at any time following the request of the Required Lenders during the continuance of an Event of Default; provided, that, no reasonable delay on the part of the Administrative Agent shall subject the Administrative Agent to any liability hereunder. Upon the occurrence of any Event of Default, all funds deposited in such Blocked Account shall immediately become the property of Administrative Agent, and Borrowers shall obtain the agreement by such bank to waive any offset rights against the funds so deposited. Neither Administrative Agent nor any Lender assumes any responsibility for such Blocked Account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Alternatively, Administrative Agent may ...
Establishment of a Lockbox Account, Dominion Account. Subject to the terms of the Intercreditor Agreement, all proceeds of Collateral shall, at the direction of Agent, be deposited by Borrowers into a lockbox account, dominion account or such other "blocked account" ("Blocked Accounts") as Agent may require pursuant to an arrangement with such bank as may be selected by Borrowers and be acceptable to Agent. Prior to the occurrence of an Event of Default, proceeds of sales of inventory which are collected at the service center locations of the Borrowers shall not be required to be deposited into the Blocked Accounts until each such service has collected $5,000 since the time of its last deposit to the Blocked Accounts; provided however, in the event that the aggregate collected funds at all service center locations exceed $500,000 at any one time, Borrowers shall upon the request of the Agent cause such funds in excess of $500,000 to be transferred to the Blocked Accounts. Borrowers shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s)
Establishment of a Lockbox Account, Dominion Account. (i) All cash, Cash Equivalents, and the proceeds of all Collateral shall be deposited directly into either (a) a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowing Agent and be reasonably acceptable to Agent (which arrangement shall permit Borrowers to access accounts absent a Cash Dominion Period), or (b) separate lockbox depository accounts (“Collection Accounts”) established at the Agent for the deposit of such cash, Cash Equivalents, and proceeds. Collection Accounts shall be used solely for collections. All disbursements shall be made from separate disbursement accounts established with Agent.
Establishment of a Lockbox Account, Dominion Account. All proceeds of Collateral shall be deposited by Loan Parties into depository accounts ("Depository Accounts") as Agent may require pursuant to an arrangement with Depository Bank. On the Closing Date, Loan Parties shall issue to Depository Bank, an irrevocable letter of instruction directing Depository Bank to transfer such funds so deposited to Agent upon notice from Agent that an Event of Default has occurred (the "Springing Control Notice"), either to any account maintained by Agent at Depository Bank or by wire transfer to appropriate account(s) of Agent, and shall obtain the agreement by Depository Bank to waive any offset rights against the funds so deposited other than for regular and customary charges imposed by Depository Bank with respect to the Depository Accounts and with respect to checks previously credited to the Depository Accounts which are returned due to insufficient funds. All funds held or deposited in the Depository Accounts following receipt by Depository Bank of the Springing Control Notice shall immediately become the property of Agent for the benefit of the Lenders and shall be applied by Agent in accordance with Section 11.2. Neither Agent nor any Lender assumes any responsibility for the Depository Accounts arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder. Subject to the provisions of Section 2.13(b), all amounts remitted to Agent pursuant to this Section 4.15(h) shall be applied in accordance with the provisions of Section 2.13(a)(i) (without the requirement of giving notice or satisfying the minimum payment amounts set forth therein).
Establishment of a Lockbox Account, Dominion Account. Each Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Agent may specify, with such banks as are acceptable to Agent into which such Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Each Borrower shall deliver, or cause to be delivered to Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in this Section 4.15(h) hereof or at any time and from time to time Agent may become bank's customer with respect to the Blocked Accounts and promptly upon Agent's request, such Borrower shall execute and deliver such agreements or documents as Agent may require in connection therewith. Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent to the extent of the then outstanding Obligations.
Establishment of a Lockbox Account, Dominion Account. As of the date hereof the Parent, each Subsidiary and the Secured Party shall have established or designated all of the Company’s and each Subsidiaries bank accounts as (i) a depository account, dominion account or such other “blocked account” established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as well as a (ii) lock box account (collectively the depository account, dominion account and the lock box account shall be referred to as “Blocked Accounts”) or such other account as may be selected by the parties hereto for the deposit of all cash and all collections and proceeds from the Accounts to be deposited into the deposit account and/or lock box, as applicable, together with the proceeds thereof, all goods represented by such Accounts and all such goods that may be returned by the Company’s and each Subsidiaries customers, and all proceeds of any insurance thereon, and all guarantees, securities and liens which the Company and each Subsidiary may hold for the payment of any such Accounts including, without limitation, all rights of stoppage in transit, replevin and reclamation and as an unpaid vendor and/or lienor, all of which the Company and each Subsidiary represents and warrants will be bona fide and existing obligations of its respective customers, arising out of the sale of goods by the Company in the ordinary course of business into any accounts other than the Deposit and/or the Lockbox Accounts, as applicable The parties hereto and each Blocked Account Bank shall enter into a deposit account control agreement in form and substance satisfactory to Secured Party directing such Blocked Account Bank, upon notification by the Secured Party of an Event of Default as defined herein, to transfer such funds so deposited into the Blocked Accounts, either to any account maintained by the Secured Party at said Blocked Account Bank or by wire transfer to appropriate account(s) the Secured Party directs and providing the Secured Party such control over the Blocked Accounts until the earlier of the Event of Default being cured or repayment of the Obligations. Upon an Event of Default all funds deposited in such Blocked Accounts shall immediately become the property of the Secured Party and the parties hereto shall obtain the agreement by such Blocked Account Bank to waive any offset rights against the funds so deposited.