The Collateral Account. The Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Lender and, if the Lender so elects (provided that such election may only be made at any time following either (i) an Event of Default or (ii) a time when the aggregate outstanding principal amount of the Revolving Loan plus the Outstanding Letter of Credit ---- Obligations exceeds the Borrowing Base minus Two Million Five Hundred Thousand ----- Dollars ($2,500,000)) from which the Lender alone has power of access and withdrawal (the "Collateral Account"). Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrowers where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers hereby agree to make. In the event the Borrowers fail to do so, the Borrowers hereby authorize the Lender to make the endorsement in the name of the Borrowers. Prior to such a deposit, the Borrowers will not commingle any Items of Payment with any of the Borrowers' other funds or property, but will hold them separate and apart in trust and for the account of the Lender. In addition, if so directed by the Lender after an Event of Default, the Borrowers shall direct the mailing of all Items of Payment from the Borrowers' Account Debtors to a post-office box designated by the Lender, or to such other additional or replacement post-office boxes pursuant to the request of the Lender from time to time (collectively, the "Lockbox"). The Lender shall have unrestricted and exclusive access to the Lockbox. Upon obtaining Items of Payment, the Lender is authorized to inspect all Items of Payment, endorse all Items of Payment in the name of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any uncollected Item of Payment which is unsatisfactory to the Lender. In the event Items of Payment are returned to the Lender for any reason whatsoever, the Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender will apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items for Payments which are not proceeds of accounts or inventory or after a Default, against any of the Obligations) or credit such collected funds to the depository account of the Borrowers with the Lender, the application to take place as of the Business Day after the date of crediting and the order and method of such application to be in the sole discretion of the Lender.
Appears in 1 contract
Samples: Financing and Security Agreement (Clean Towel Service Inc)
The Collateral Account. The Upon request of the Lender after the occurrence of a Default, the Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Lender and, if the Lender so elects (provided that such election may only be made at any time following either (i) an Event of Default or (ii) a time when the aggregate outstanding principal amount of the Revolving Loan plus the Outstanding Letter of Credit ---- Obligations exceeds the Borrowing Base minus Two Million Five Hundred Thousand ----- Dollars ($2,500,000)) and from which the Lender alone has power of access and withdrawal (the "Collateral Account"). Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrowers where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers hereby agree to make. In the event the Borrowers fail to do so, the Borrowers hereby authorize the Lender to make the endorsement in the name of any or all of the Borrowers. Prior to such a deposit, the Borrowers will not commingle any Items of Payment with any of the Borrowers' other funds or property, but will hold them separate and apart in trust and for the account of the Lender. In addition, if so directed by the Lender after an Event of DefaultLender, the Borrowers shall direct the mailing of all Items of Payment from the Borrowers' their Account Debtors to a one or more post-office box boxes designated by the Lender, or to such other additional or replacement post-office boxes pursuant to the request of the Lender from time to time (collectively, the "Lockbox"). The Lender shall have unrestricted and exclusive access to the Lockbox. Upon obtaining Items of Payment, The Borrowers hereby authorize the Lender is authorized after the occurrence of a Default to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any uncollected Item of Payment which is unsatisfactory to the Lender. In the event Items of Payment are returned to the Lender for any reason whatsoever, the Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items for Payments of Payment which are not proceeds of accounts Accounts or inventory Inventory or after a an Event of Default, against any of the Obligations) or credit such collected funds to the a depository account of any or all of the Borrowers with the Lender, the application to take place as of the Business Day after the date of crediting and the order and method of such application to be in the sole discretion of the Lender.
Appears in 1 contract
The Collateral Account. The Borrowers Borrower, Fostxx Xxxxx xxx Fantasma will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Lender and, if the Lender so elects (provided that such election may only be made at any time following either (i) an Event of Default or (ii) a time when the aggregate outstanding principal amount of the Revolving Loan plus the Outstanding Letter of Credit ---- Obligations exceeds the Borrowing Base minus Two Million Five Hundred Thousand ----- Dollars ($2,500,000)) Agent and from which the Lender Agent alone has power of access and withdrawal (the "Collateral Account"). Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrowers Borrower, Fostxx Xxxxx xx Fantasma where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower, Fostxx Xxxxx xxx Fantasma hereby jointly and severally agree to make. In the event the Borrowers Borrower, Fostxx Xxxxx xxx Fantasma fail to do so, the Borrowers Borrower, Fostxx Xxxxx xxx Fantasma hereby authorize the Lender Agent to make the endorsement in the name of any or all of the BorrowersBorrower, Fostxx Xxxxx xxx Fantasma. Prior to such a deposit, the Borrowers Borrower, Fostxx Xxxxx xxx Fantasma will not commingle any Items of Payment with any of the Borrowers' Borrower's, Fostxx Xxxxx'x xx Fantasma's other funds or property, but will hold them separate and apart in trust and for the account of the LenderAgent for the benefit of the Lenders ratably and the Agent. In addition, if so directed by the Lender after an Event of DefaultAgent, the Borrowers Borrower, Fostxx Xxxxx xxx Fantasma shall direct the mailing of all Items of Payment from the Borrowers' their Account Debtors to a one or more post-office box boxes designated by the LenderAgent, or to such other additional or replacement post-office boxes pursuant to the request of the Lender Agent from time to time (collectively, the "Lockbox")) monitored by the Agent or by a commercial bank chosen by the Borrower and accepted by the Agent in writing, which acceptance shall not be unreasonably withheld. The Lender Agent shall have unrestricted and exclusive access (through such commercial bank, if applicable) to the Lockbox. Upon obtaining Items of PaymentThe Borrower, Fostxx Xxxxx xxx Fantasma hereby authorize the Lender is authorized Agent to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the BorrowersBorrower, Fostxx Xxxxx xxx Fantasma, and deposit such Items of Payment in the Collateral Account. The Lender Agent reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any uncollected Item of Payment which is unsatisfactory to the LenderAgent. In the event Items of Payment are returned to the Lender Agent for any reason whatsoever, the Lender Agent may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender Agent will apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items for Payments of Payment which are not proceeds of accounts Accounts or inventory Inventory or after a Default or an Event of Default, against any of the Obligations) or credit such collected funds to the a depository account of any or all of the Borrowers Borrower, Fostxx Xxxxx xx Fantasma with the LenderAgent, the application to take place as of the Business Day after the date of crediting and the order and method of such application to be in the sole discretion of the LenderAgent. IN CONSIDERATION FOR THE AGENT'S AGREEMENT TO CREDIT THE COLLATERAL ACCOUNT AS OF THE BUSINESS DAY ON WHICH THE AGENT RECEIVES ITEMS OF PAYMENT AND TO REIMBURSE THE AGENT FOR THE COST OF DELAYS IN THE COLLECTION AND CLEARANCE OF ITEMS OF PAYMENT, THE BORROWER, FOSTXX XXXXX XXX FANTASMA HEREBY CONSENT AND AGREE THAT IN COMPUTING INTEREST ON THE OBLIGATIONS ALL ITEMS OF PAYMENT SHALL BE DEEMED RECEIVED BY THE AGENT ONE (1) BUSINESS DAY AFTER THE AGENT'S ACTUAL RECEIPT THEREOF.
Appears in 1 contract
Samples: Financing and Security Agreement (O Ray Holdings Inc)
The Collateral Account. The Borrowers Upon demand by the Agent following a Borrowing Base Trigger Event, the Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Lender and, if the Lender so elects (provided that such election may only be made at any time following either (i) an Event of Default or (ii) a time when the aggregate outstanding principal amount of the Revolving Loan plus the Outstanding Letter of Credit ---- Obligations exceeds the Borrowing Base minus Two Million Five Hundred Thousand ----- Dollars ($2,500,000)) Agent and from which the Lender Agent alone has power of access and withdrawal (the "Collateral Account"). Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrowers Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower hereby agree to make. In the event the Borrowers fail Borrower fails to do so, the Borrowers Borrower hereby authorize authorizes the Lender Agent to make the endorsement in the name of the BorrowersBorrower. Prior to such a deposit, the Borrowers Borrower will not commingle any Items of Payment with any of the Borrowers' Borrower's other funds or property, but will hold them separate and apart in trust and for the account of the LenderAgent for the benefit of the Lenders ratably and the Agent. In additionThe Agent agrees that it shall not demand that the Borrower deposit or cause to be deposited all Items of Deposit to the Collateral Account at any time prior to the occurrence of a Borrowing Base Trigger Event. Once the Agent has so made demand on the Borrower, if so directed unless otherwise agreed by the Lender after an Event of DefaultAgent in writing, the Borrowers Borrower shall direct the mailing of continue to so deposit or cause to be deposited all Items of Payment from the Borrowers' Account Debtors to a post-office box designated by the Lender, or to such other additional or replacement post-office boxes pursuant to the request of the Lender from time to time (collectively, the "Lockbox"). The Lender shall have unrestricted and exclusive access to the Lockbox. Upon obtaining Items of Payment, the Lender is authorized to inspect all Items of Payment, endorse all Items of Payment in the name of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior notwithstanding that subsequent to final collection of an Item of Payment and to disallow credit for any uncollected Item of Payment which such demand the Borrowing Base Trigger Event has been cured, waived, otherwise remedied or is unsatisfactory to the Lenderno longer applicable. In the event Items of Payment are returned to the Lender for any reason whatsoever, the Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the (The Collateral Account, the Revolving Loan Account, or other account, as appropriate). The Lender will apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or "Mandatory Liquid Assets Cost Rate" means with respect to Items each Interest Period for Payments which are not proceeds the Applicable Interest Rate is the LIBOR Rate the rate per annum conclusively determined by NationsBank on the first day of accounts or inventory or after a Default, against any such Interest Period to be that which expresses the prevailing cost to NationsBank of complying with the requirements for the time being of the ObligationsBank of England in respect of liquidity, reserve assets and special deposits. "Multi-employer Plan" means a Plan that is a multi-employer plan as defined in Section 4001(a)(3) or credit such collected funds of ERISA. "NationsBank" means NationsBank, N.A. and its successors and assigns and shall mean NationsBank, acting through its Sterling LIBOR Lending Office with respect to all matters relating to the depository account of the Borrowers with the LenderUK Credit Facilities. "NET OUTSTANDINGS" OF ANY LENDER MEANS, the application to take place as of the Business Day after the date of crediting and the order and method of such application to be in the sole discretion of the Lender.AT ANY TIME, THE SUM OF (A) ALL AMOUNTS PAID BY SUCH LENDER (OTHER THAN PURSUANT TO SECTION 8.5
Appears in 1 contract
Samples: Financing and Security Agreement (Norwich Injection Moulders LTD)
The Collateral Account. The Borrowers Upon demand by the Agent following a Borrowing Base Trigger Event, the Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Lender and, if the Lender so elects (provided that such election may only be made at any time following either (i) an Event of Default or (ii) a time when the aggregate outstanding principal amount of the Revolving Loan plus the Outstanding Letter of Credit ---- Obligations exceeds the Borrowing Base minus Two Million Five Hundred Thousand ----- Dollars ($2,500,000)) Agent and from which the Lender Agent alone has power of access and withdrawal (the "Collateral Account"). Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrowers Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower hereby agree to make. In the event the Borrowers fail Borrower fails to do so, the Borrowers Borrower hereby authorize authorizes the Lender Agent to make the endorsement in the name of the BorrowersBorrower. Prior to such a deposit, the Borrowers Borrower will not commingle any Items of Payment with any of the Borrowers' Borrower's other funds or property, but will hold them separate and apart in trust and for the account of the LenderAgent for the benefit of the Lenders ratably and the Agent. In additionThe Agent agrees that it shall not demand that the Borrower deposit or cause to be deposited all Items of Deposit to the Collateral Account at any time prior to the occurrence of a Borrowing Base Trigger Event. Once the Agent has so made demand on the Borrower, if so directed unless otherwise agreed by the Lender after an Event of DefaultAgent in writing, the Borrowers Borrower shall direct the mailing of continue to so deposit or cause to be deposited all Items of Payment from to the Borrowers' Collateral Account Debtors to a post-office box designated by the Lender, or notwithstanding that subsequent to such other additional demand the Borrowing Base Trigger Event has been cured, waived, otherwise remedied or replacement post-office boxes pursuant is no longer applicable. (The Collateral Account). "COLLATERAL DISCLOSURE LIST" HAS THE MEANING DESCRIBED IN COLLATERAL DISCLOSURE LIST. On or prior to the request date of this Agreement, the Lender from time Borrower, Xxxxx UK and Norwich shall deliver to time the Agent one or more lists (collectively, the "LockboxCollateral Disclosure List"). The Lender ) which shall have unrestricted and exclusive access contain such information with respect to the Lockboxbusiness and real and personal property of the Borrower, Xxxxx UK, Norwich and each Subsidiary Guarantor as of its date of delivery as the Agent may require and shall be certified by a Responsible Officer of the Borrower, Xxxxx UK, Norwich and each Subsidiary Guarantor, as appropriate, all in the form provided to the Borrower by the Agent. Upon obtaining Items of PaymentPromptly after demand by the Agent, the Lender is authorized Borrower shall furnish and shall cause Xxxxx UK, Norwich and each Subsidiary Guarantor to inspect all Items of Payment, endorse all Items of Payment in furnish to the name Agent an update of the Borrowers, and deposit such Items of Payment information contained in the Collateral Account. The Lender reserves the right, exercised in its sole Disclosure List at any time and absolute discretion from time to timetime as may be requested by the Agent. (Collateral Disclosure List). "Collection" means each check, draft, cash, money, instrument, item, and other remittance in payment or on account of payment of the Accounts or otherwise with respect to provide any Collateral, including, without limitation, cash proceeds of any returned, rejected or repossessed goods, the sale or lease of which gave rise to an Account, and other proceeds of Collateral; and "Collections" means the collective reference to all of the foregoing. "Commitment" means with respect to each Lender, such Lender's Revolving Credit Commitment, Letter of Credit Commitment, Term Loan A Commitment, Term Loan B Commitment, Bond Letter of Credit Commitment, Special Source Bond Commitment, UK Revolving Credit Commitment, or UK Term Loan Commitment as the case may be, and "Commitments" means the collective reference to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any uncollected Item of Payment which is unsatisfactory to the Lender. In the event Items of Payment are returned to the Lender for any reason whatsoeverRevolving Credit Commitments, the Lender mayLetter of Credit Commitments, in the exercise Term Loan A Commitments, the Term Loan B Commitments, the Bond Letter of its discretion from time Credit Commitments, Special Source Bond Commitment, the UK Revolving Credit Commitments and the UK Term Loan Commitments of all of the Lenders. "Committed Amount" means with respect to timeeach Lender, forward such Items Lender's Revolving Credit Committed Amount, Letter of Payment a second time. Any returned Items Credit Committed Amount, Term Loan A Committed Amount, Term Loan B Committed Amount, the Bond Letter of Payment shall be charged back to Credit Committed Amount, UK Revolving Credit Committed Amount, UK Term Loan Committed Amount, as the Collateral Accountcase may be, and "Committed Amounts" means collectively the Revolving Loan AccountCommitted Amount, or other accountthe Letter of Credit Committed Amount, as appropriate. The Lender will apply Term Loan A Committed Amount, Term Loan B Committed Amount, the whole or any part Bond Letter of Credit Committed Amount of each of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items for Payments which are not proceeds of accounts or inventory or after a Default, against any of the Obligations) or credit such collected funds to the depository account of the Borrowers with the LenderLenders, the application to take place as of the Business Day after the date of crediting UK Revolving Credit Committed Amounts, and the order and method of such application to be UK Term Loan Committed Amounts. "Compliance Certificate" means a periodic Compliance Certificate described in the sole discretion of the Lender.Section (I)
Appears in 1 contract
Samples: Financing and Security Agreement (Norwich Injection Moulders LTD)
The Collateral Account. The Borrowers Upon demand by the Agent following a Borrowing Base Trigger Event, the Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Lender and, if the Lender so elects (provided that such election may only be made at any time following either (i) an Event of Default or (ii) a time when the aggregate outstanding principal amount of the Revolving Loan plus the Outstanding Letter of Credit ---- Obligations exceeds the Borrowing Base minus Two Million Five Hundred Thousand ----- Dollars ($2,500,000)) Agent and from which the Lender Agent alone has power of access and withdrawal (the "Collateral Account"). Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrowers Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower hereby agree to make. In the event the Borrowers fail Borrower fails to do so, the Borrowers Borrower hereby authorize authorizes the Lender Agent to make the endorsement in the name of the BorrowersBorrower. Prior to such a deposit, the Borrowers Borrower will not commingle any Items of Payment with any of the Borrowers' Borrower's other funds or property, but will hold them separate and apart in trust and for the account of the LenderAgent for the benefit of the Lenders ratably and the Agent. The Agent agrees that it shall not demand that the Borrower deposit or cause to be deposited all Items of Deposit to the Collateral Account at any time prior to the occurrence of a Borrowing Base Trigger Event. Once the Agent has so made demand on the Borrower, unless otherwise agreed by the Agent in writing, the Borrower shall continue to so deposit or cause to be deposited all Items of Payment to the Collateral Account notwithstanding that subsequent to such demand the Borrowing Base Trigger Event has been cured, waived, otherwise remedied or is no longer applicable. In addition, if the Agent has so made demand, if so directed by the Lender after an Event of DefaultAgent, the Borrowers Borrower shall direct the mailing of all Items of Payment from the Borrowers' its Account Debtors to a one or more post-office box boxes designated by the LenderAgent, or to such other additional or replacement post-office boxes pursuant to the request of the Lender Agent from time to time (collectively, the "Lockbox"). The Lender Agent shall have unrestricted and exclusive access to the Lockbox. Upon obtaining Items Subject to the provisions of Paymentthis Section, the Lender is authorized Borrower hereby authorizes the Agent to inspect all Items of Payment, endorse all Items of Payment in the name of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Lender Agent reserves the right, exercised in its sole and absolute reasonable discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any uncollected Item of Payment prior to final collection which is reasonably unsatisfactory to the LenderAgent. In the event Items of Payment are returned to the Lender Agent for any reason whatsoever, the Lender Agent may, in the exercise of its reasonable discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender Agent will apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items for Payments which are not proceeds of accounts Accounts or inventory Inventory or after a Default or an Event of Default, against any of the Obligations) or credit such collected funds to the a depository account of the Borrowers Borrower with the LenderAgent, the application to take place as of the Business Day after the date of crediting and the order and method of such application to be in the sole discretion of the LenderAgent. Notwithstanding the foregoing, the Agent agrees that prior to the occurrence of an Event of Default, the Agent shall use its best efforts to apply collected funds credited to the Collateral Account to the Obligations so as to avoid or minimize any amounts which would be due under Section 2.9.4 (Indemnity) by reason of any such application. Notwithstanding the foregoing, the Agent agrees that it shall not be entitled to require establishment of the Collateral Account and/or the Lockbox as the result of the occurrence of a Borrowing Base Trigger Event, if the Agent fails to so notify the Borrower within ninety (90) days of the date that the Borrower has cured the Borrowing Base Trigger Event to the reasonable satisfaction of the Agent. The foregoing sentence, however, shall not prevent the Agent from later requiring establishment of the Collateral Account and/or a Lockbox following the occurrence of any subsequent Borrowing Base Trigger Event; provided, that the Agent so notifies the Borrower within ninety (90) days of the date that the Borrower has cured the Borrowing Base Trigger Event to the reasonable satisfaction of the Agent.
Appears in 1 contract
Samples: Financing and Security Agreement (BPC Holding Corp)
The Collateral Account. The Upon request of the Agent after the occurrence of a Default or an Event of Default, the Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Lender and, if the Lender so elects (provided that such election may only be made at any time following either (i) an Event of Default or (ii) a time when the aggregate outstanding principal amount of the Revolving Loan plus the Outstanding Letter of Credit ---- Obligations exceeds the Borrowing Base minus Two Million Five Hundred Thousand ----- Dollars ($2,500,000)) Agent and from which the Lender Agent alone has power of access and withdrawal (the "“Collateral Account"”). Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrowers where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers hereby agree to make. In the event the Borrowers fail to do so, the Borrowers hereby authorize the Lender Agent to make the endorsement in the name of any or all of the Borrowers. Prior to such a deposit, the Borrowers will not commingle any Items of Payment with any of the Borrowers' ’ other funds or property, but will hold them separate and apart in trust and for the account of the LenderAgent for the benefit of the Lenders ratably and the Agent. In addition, if so directed by the Lender after an Event of DefaultAgent, the Borrowers shall direct the mailing of all Items of Payment from the Borrowers' their Account Debtors to a one or more post-office box boxes designated by the LenderAgent, or to such other additional or replacement post-office boxes pursuant to the request of the Lender Agent from time to time (collectively, the "“Lockbox"”). The Lender Agent shall have unrestricted and exclusive access to the Lockbox. Upon obtaining Items The Borrowers hereby authorize the Agent after the occurrence of Payment, the Lender is authorized a Default or an Event of Default to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Lender Agent reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any uncollected Item of Payment which is unsatisfactory to the LenderAgent. In the event Items of Payment are returned to the Lender Agent for any reason whatsoever, the Lender Agent may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender Agent will after the occurrence of a Default or an Event of Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items for Payments of Payment which are not proceeds of accounts Accounts or inventory Inventory or after a an Event of Default, against any of the Obligations) or credit such collected funds to the a depository account of any or all of the Borrowers with the LenderAgent, the application to take place as of the Business Day after the date of crediting and the order and method of such application to be in the sole discretion of the LenderAgent.
Appears in 1 contract
The Collateral Account. The Borrowers Upon demand by the Agent following a Borrowing Base Trigger Event, the Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Lender and, if the Lender so elects (provided that such election may only be made at any time following either (i) an Event of Default or (ii) a time when the aggregate outstanding principal amount of the Revolving Loan plus the Outstanding Letter of Credit ---- Obligations exceeds the Borrowing Base minus Two Million Five Hundred Thousand ----- Dollars ($2,500,000)) Agent and from which the Lender Agent alone has power of access and withdrawal (the "Collateral Account"). Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrowers Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower hereby agree to make. In the event the Borrowers fail Borrower fails to do so, the Borrowers Borrower hereby authorize authorizes the Lender Agent to make the endorsement in the name of the BorrowersBorrower. Prior to such a deposit, the Borrowers Borrower will not commingle any Items of Payment with any of the Borrowers' Borrower's other funds or property, but will hold them separate and apart in trust and for the account of the LenderAgent for the benefit of the Lenders ratably and the Agent. The Agent agrees that it shall not demand that the Borrower deposit or cause to be deposited all Items of Deposit to the Collateral Account at any time prior to the occurrence of a Borrowing Base Trigger Event. Once the Agent has so made demand on the Borrower, unless otherwise agreed by the Agent in writing, the Borrower shall continue to so deposit or cause to be deposited all Items of Payment to the Collateral Account notwithstanding that subsequent to such demand the Borrowing Base Trigger Event has been cured, waived, otherwise remedied or is no longer applicable. In addition, if the Agent has so made demand, if so directed by the Lender after an Event of DefaultAgent, the Borrowers Borrower shall direct the mailing of all Items of Payment from the Borrowers' its Account Debtors to a one or more post-office box boxes designated by the LenderAgent, or to such other additional or replacement post-office boxes pursuant to the request of the Lender Agent from time to time (collectively, the "Lockbox"). The Lender Agent shall have unrestricted and exclusive access to the Lockbox. Upon obtaining Items Subject to the provisions of Paymentthis Section, the Lender is authorized Borrower hereby authorizes the Agent to inspect all Items of Payment, endorse all Items of Payment in the name of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Lender Agent reserves the right, exercised in its sole and absolute reasonable discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any uncollected Item of Payment prior to final collection which is reasonably unsatisfactory to the LenderAgent. In the event Items of Payment are returned to the Lender Agent for any reason whatsoever, the Lender Agent may, in the exercise of its reasonable discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender Agent will apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items for Payments which are not proceeds of accounts Accounts or inventory Inventory or after a Default or an Event of Default, against any of the Obligations) or credit such collected funds to the a depository account of the Borrowers Borrower with the LenderAgent, the application to take place as of the Business Day after the date of crediting and the order and method of such application to be in the sole discretion of the Lender.Agent. Notwithstanding the foregoing, the Agent agrees that prior to the occurrence of an Event of Default, the Agent shall use its best efforts to apply collected funds credited to the Collateral Account to the Obligations so as to avoid or minimize any amounts which would be due under Section (D)
Appears in 1 contract
Samples: Financing and Security Agreement (Norwich Injection Moulders LTD)
The Collateral Account. The Unless otherwise agreed by the Agent with respect to Items of Payment payable to the Mexican Subsidiary subsequent to the Closing Date, the Revolving Credit Borrowers and, if required by the Agent, the Mexican Subsidiary, will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Lender and, if the Lender so elects (provided that such election may only be made at any time following either (i) an Event of Default or (ii) a time when the aggregate outstanding principal amount of the Revolving Loan plus the Outstanding Letter of Credit ---- Obligations exceeds the Borrowing Base minus Two Million Five Hundred Thousand ----- Dollars ($2,500,000)) Agent and from which the Lender Agent alone has power of access and withdrawal (the "Collateral Account"). The Agent agrees that as of the Closing Date, Items of Payment payable to the Mexican Subsidiary are not required to be deposited into the Collateral Account. Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Revolving Credit Borrowers and/or the Mexican Subsidiary where necessary to permit the collection of any such Items of Payment, which endorsement the Revolving Credit Borrowers hereby agree to make and to cause the Mexican Subsidiary to make. In the event the Revolving Credit Borrowers fail to do so, the Revolving Credit Borrowers hereby authorize the Lender Agent to make the endorsement in the name of any or all of the Revolving Credit Borrowers. Prior to such a deposit, the Revolving Credit Borrowers and the Mexican Subsidiary will not commingle any Items of Payment with any of the Revolving Credit Borrowers' other funds or property, but will hold them separate and apart in trust and for the account of the LenderAgent for the benefit of the Lenders ratably and the Agent. In addition, if so directed by the Lender after an Event of DefaultAgent, the Revolving Credit Borrowers and the Mexican Subsidiary shall direct the mailing of all Items of Payment from the Borrowers' their Account Debtors to a one or more post-office box boxes designated by the LenderAgent, or to such other additional or replacement post-office boxes pursuant to the request of the Lender Agent from time to time (collectively, the "Lockbox"). The Lender Agent shall have unrestricted and exclusive access to the Lockbox. Upon obtaining Items of Payment, The Revolving Credit Borrowers hereby authorize the Lender is authorized Agent to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Revolving Credit Borrowers, and deposit such Items of Payment in the Collateral Account. The Lender Agent reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any uncollected Item of Payment which is unsatisfactory to the LenderAgent. In the event Items of Payment are returned to the Lender Agent for any reason whatsoever, the Lender Agent may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender will apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items for Payments which are not proceeds of accounts or inventory or after a Default, against any of the Obligations) or credit such collected funds to the depository account of the Borrowers with the Lender, the application to take place as of the Business Day after the date of crediting and the order and method of such application to be in the sole discretion of the Lender.a
Appears in 1 contract
The Collateral Account. The Upon request of the Agent after the occurrence of a Default, the Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Lender and, if the Lender so elects (provided that such election may only be made at any time following either (i) an Event of Default or (ii) a time when the aggregate outstanding principal amount of the Revolving Loan plus the Outstanding Letter of Credit ---- Obligations exceeds the Borrowing Base minus Two Million Five Hundred Thousand ----- Dollars ($2,500,000)) Agent and from which the Lender Agent alone has power of access and withdrawal (the "Collateral Account"). Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrowers where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers hereby agree to make. In the event the Borrowers fail to do so, the Borrowers hereby authorize the Lender Agent to make the endorsement in the name of any or all of the Borrowers. Prior to such a deposit, the Borrowers will not commingle any Items of Payment with any of the Borrowers' other funds or property, but will hold them separate and apart in trust and for the account of the LenderAgent for the benefit of the Lenders ratably and the Agent. In addition, if so directed by the Lender after an Event of DefaultAgent, the Borrowers shall direct the mailing of all Items of Payment from the Borrowers' their Account Debtors to a one or more post-office box boxes designated by the LenderAgent, or to such other additional or replacement post-office boxes pursuant to the request of the Lender Agent from time to time (collectively, the "Lockbox"). The Lender Agent shall have unrestricted and exclusive access to the Lockbox. Upon obtaining Items The Borrowers hereby authorize the Agent after the occurrence of Payment, the Lender is authorized a Default to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Lender Agent reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any uncollected Item of Payment which is unsatisfactory to the LenderAgent. In the event Items of Payment are returned to the Lender Agent for any reason whatsoever, the Lender Agent may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender Agent will after the occurrence of a Default apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items for Payments of Payment which are not proceeds of accounts Accounts or inventory Inventory or after a an Event of Default, against any of the Obligations) or credit such collected funds to the a depository account of any or all of the Borrowers with the LenderAgent, the application to take place as of the Business Day after the date of crediting and the order and method of such application to be in the sole discretion of the LenderAgent.
Appears in 1 contract
The Collateral Account. The Borrowers will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Lender and, if the Lender so elects (provided that such election may only be made at any time following either (i) an Event of Default or (ii) a time when the aggregate outstanding principal amount of the Revolving Loan plus the Outstanding Letter of Credit ---- Obligations exceeds the Borrowing Base minus Two Million Five Hundred Thousand ----- Dollars ($2,500,000)) and from which the Lender alone has power of access and withdrawal (the "Collateral Account"). Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrowers where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers hereby agree agreeing to makemake such endorsement. In the event the Borrowers shall fail to do so, the Lender is hereby authorized by the Borrowers hereby authorize the Lender to make the endorsement in the name of the Borrowers. Prior to such a deposit, the Borrowers will not commingle any Items of Payment with any of the Borrowers' other funds or propertyproperty of the Borrowers, but will hold them separate and apart in trust and for the account of the Lender. In addition, if so directed by the Lender after an Event of DefaultLender, the Borrowers shall direct the mailing of all Items of Payment from the Borrowers' its Account Debtors to a post-office box designated by the Lender, or to such other additional or replacement post-office boxes pursuant to the request of the Lender from time to time (collectively, the "Lockbox"). The Lender shall have unrestricted and exclusive access to the Lockbox. Upon obtaining Items of Payment, The Borrowers hereby authorize the Lender is authorized to inspect all Items of Payment, endorse all Items of Payment in the name of any or all of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Lender reserves the right, exercised in its sole and absolute discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any uncollected Item of Payment which is unsatisfactory to the Lender. In the event Items of Payment are returned to the Lender for any reason whatsoever, the Lender may, in the exercise of its discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment for which credit has been given by the Lender shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender will apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan Account as of each Business Day, provided, however, the Lender shall have the right (or with respect a) after an Event of Default, to Items for Payments apply collected funds against any of the Obligations in such order as the Lender may elect in its sole and absolute discretion from time to time, and (b) at any time, to apply collected funds which are not proceeds of accounts or inventory of any or after all of the Borrowers as a Default, against Prepayment of any one or more of the Loans. As part of the Obligations) or credit such collected funds , an amount equal to the depository account additional interest which would have accrued on the Revolving Loan during the preceding month if collections in the Collateral Account during the month had been received one (1) Business Day subsequent to their actual receipt shall be due and payable by any or all of the Borrowers with to the LenderLender on the first day of each month, commencing on the application to take place as of first such date following the date hereof, and on the Revolving Credit Termination Date, provided, however, except for the payment due on the Revolving Credit Termination Date, no such payment shall be considered past due unless the Lender has not covered the payment by an advance under Section 2.1.2 and the payment continues unpaid for one (1) Business Day after the date of crediting and the order and method of such application to be in the sole discretion Lender has given written notice of the Lenderamount of the payment.
Appears in 1 contract
Samples: Financing and Security Agreement (Kimberton Enterprises Inc)
The Collateral Account. The Borrowers Upon demand by the Agent following a Borrowing Base Trigger Event, the Borrower will deposit, or cause to be deposited, all Items of Payment to a bank account designated by the Lender and, if the Lender so elects (provided that such election may only be made at any time following either (i) an Event of Default or (ii) a time when the aggregate outstanding principal amount of the Revolving Loan plus the Outstanding Letter of Credit ---- Obligations exceeds the Borrowing Base minus Two Million Five Hundred Thousand ----- Dollars ($2,500,000)) Agent and from which the Lender Agent alone has power of access and withdrawal (the "Collateral Account"). Each deposit shall be made not later than the next Business Day after the date of receipt of the Items of Payment. The Items of Payment shall be deposited in precisely the form received, except for the endorsements of the Borrowers Borrower where necessary to permit the collection of any such Items of Payment, which endorsement the Borrowers Borrower hereby agree to make. In the event the Borrowers fail Borrower fails to do so, the Borrowers Borrower hereby authorize authorizes the Lender Agent to make the endorsement in the name of the BorrowersBorrower. Prior to such a deposit, the Borrowers Borrower will not commingle any Items of Payment with any of the Borrowers' Borrower's other funds or property, but will hold them separate and apart in trust and for the account of the LenderAgent for the benefit of the Lenders ratably and the Agent. The Agent agrees that it shall not demand that the Borrower deposit or cause to be deposited all Items of Deposit to the Collateral Account at any time prior to the occurrence of a Borrowing Base Trigger Event. Once the Agent has so made demand on the Borrower, unless otherwise agreed by the Agent in writing, the Borrower shall continue to so deposit or cause to be deposited all Items of Payment to the Collateral Account notwithstanding that subsequent to such demand the Borrowing Base Trigger Event has been cured, waived, otherwise remedied or is no longer applicable. In addition, if the Agent has so made demand, if so directed by the Lender after an Event of DefaultAgent, the Borrowers Borrower shall direct the mailing of all Items of Payment from the Borrowers' its Account Debtors to a one or more post-office box boxes designated by the LenderAgent, or to such other additional or replacement post-office boxes pursuant to the request of the Lender Agent from time to time (collectively, the "Lockbox"). The Lender Agent shall have unrestricted and exclusive access to the Lockbox. Upon obtaining Items Subject to the provisions of Paymentthis Section, the Lender is authorized Borrower hereby authorizes the Agent to inspect all Items of Payment, endorse all Items of Payment in the name of the Borrowers, and deposit such Items of Payment in the Collateral Account. The Lender Agent reserves the right, exercised in its sole and absolute reasonable discretion from time to time, to provide to the Collateral Account credit prior to final collection of an Item of Payment and to disallow credit for any uncollected Item of Payment prior to final collection which is reasonably unsatisfactory to the LenderAgent. In the event Items of Payment are returned to the Lender Agent for any reason whatsoever, the Lender Agent may, in the exercise of its reasonable discretion from time to time, forward such Items of Payment a second time. Any returned Items of Payment shall be charged back to the Collateral Account, the Revolving Loan Account, or other account, as appropriate. The Lender Agent will apply the whole or any part of the collected funds credited to the Collateral Account against the Revolving Loan (or with respect to Items for Payments which are not proceeds of accounts Accounts or inventory Inventory or after a Default or an Event of Default, against any of the Obligations) or credit such collected funds to the a depository account of the Borrowers Borrower with the LenderAgent, the application to take place as of the Business Day after the date of crediting and the order and method of such application to be in the sole discretion of the LenderAgent. Notwithstanding the foregoing, the Agent agrees that prior to the occurrence of an Event of Default, the Agent shall use its best efforts to apply collected funds credited to the Collateral Account to the Obligations so as to avoid or minimize any amounts which would be due under Section 2.7.4 by reason of any such application. Notwithstanding the foregoing, the Agent agrees that it shall not be entitled to require establishment of the Collateral Account and/or the Lockbox as the result of the occurrence of a Borrowing Base Trigger Event, if the Agent fails to so notify the Borrower within ninety (90) days of the date that the Borrower has cured the Borrowing Base Trigger Event to the reasonable satisfaction of the Agent. The foregoing sentence, however, shall not prevent the Agent from later requiring establishment of the Collateral Account and/or a Lockbox following the occurrence of any subsequent Borrowing Base Trigger Event; provided, that the Agent so notifies the Borrower within ninety (90) days of the date that the Borrower has cured the Borrowing Base Trigger Event to the reasonable satisfaction of the Agent.
Appears in 1 contract
Samples: Financing and Security Agreement (BPC Holding Corp)
