Depository Account Control Agreement means a three-party agreement in form and substance satisfactory to CIT among CIT, the Company and the bank which will maintain a Depository Account, (a) which provides CIT with control of such Depository Account and provides for the transfer of funds in a manner consistent with the provisions of Section 3.2(b) of this Financing Agreement, and (b) pursuant to which such bank agrees that (i) all cash, checks, wires and other items received or deposited into the Depository Account are the property of CIT, and (ii) except as otherwise provided in the Depository Account Control Agreement, such bank has no lien upon, or right of set off against, the Depository Account and any cash, checks, wires and other items from time to time on deposit therein. Dilution Percentage shall mean, with respect to the Company during any period of measurement, the quotient (expressed as a percentage as determined by CIT in the exercise of its reasonable business judgment) obtained by dividing (a) the aggregate amount of the Company’s non-cash reductions against Trade Accounts Receivable, during such period, by (b) the average amount of the Company’s gross sales during such period. The Dilution Percentage shall be determined by CIT based on its reviews of the periodic financial and collateral reports submitted by the Company to CIT as well as the results of the periodic field examinations of the Company conducted by CIT from time to time. The period of measurement for calculating the Dilution Percentage shall be determined by CIT from time to time in the exercise of its reasonable business judgment.
Depository Account Control Agreement means an agreement substantially in the form of Exhibit 5.21 hereto.
Depository Account Control Agreement means an agreement in form and substance satisfactory to Agent among Agent, the applicable Credit Party, and each bank or other depository institution at which any Depository Account is maintained pursuant to which such bank or institution agrees that it has no lien upon or right of set off against any funds in such Depository Account (other than customary exceptions for overdrafts and account fees) and that Agent has control of such Depository Account (subject to the Credit Party’s right to use funds in the Depository Account until such time as Agent delivers a notice revoking such right) and that contains such other provisions as Agent shall require.
Examples of Depository Account Control Agreement in a sentence
Borrower shall deliver, or cause to be delivered to Lender, a Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Lender may become bank's customer with respect to the Blocked Accounts and promptly upon Lender's request, Borrower shall execute and deliver such agreements or documents as Lender may require in connection therewith.
Each Company agrees not to open any lockbox or new bank account into which Proceeds of Collateral are to be delivered or deposited unless concurrently with the opening of such lockbox and/or bank account, the Agent, such Company and the bank which will maintain such lockbox or at which such account will be maintained, execute a Depository Account Control Agreement with respect to such lockbox and/or related bank account.
The Company agrees not to open any lockbox or new bank account into which Proceeds of Collateral are to be delivered or deposited unless concurrently with the opening of such lockbox and/or bank account, CIT, the Company and the bank which will maintain such lockbox or at which such account will be maintained, execute a Depository Account Control Agreement with respect to such lockbox and/or related bank account.
The Borrower shall maintain, and cause each of its Subsidiaries to maintain, their depository accounts at: (a) a Bank; or (b) any other financial institution; provided, that, unless the Agent has determined that the amount on deposit in the relevant depository accounts is immaterial, such financial institution has entered into a Depository Account Control Agreement with the Agent that is reasonably acceptable to the Agent.
Such security shall be secured through first deeds of trust, fixture filings, UCC-1s, and a gross revenue pledge, perfected by a Depository Account Control Agreement and a Securities Account Control Agreement covering all the above listed property of the Corporation.
More Definitions of Depository Account Control Agreement
Depository Account Control Agreement means a three-party agreement in form and substance satisfactory to the Agent among the Agent, the applicable Company and the bank which will maintain a Depository Account, (a) which provides the Agent with control of such Depository Account and provides for the transfer of funds in a manner consistent with the provisions of Section 3.2(b) of this Financing Agreement, and (b) pursuant to which such bank agrees that (x) all cash, checks, wires and other items received or deposited into the Depository Account are the property of the Agent, for the benefit of the Agent and the Lenders, and (y) except as otherwise provided in the Depository Account Control Agreement, such bank has no lien upon, or right of set off against, the Depository Account and any cash, checks, wires and other items from time to time on deposit therein. Dilution Percentage shall mean, with respect to the Companies in the aggregate during any period of measurement, the quotient (expressed as a percentage) obtained by dividing (a) the aggregate amount of the Companies’ non-cash reductions against Trade Accounts Receivable, during such period, by (b) the aggregate amount of the Companies’ gross sales during such period, as determined by the Agent in the exercise of its reasonable business judgment. The Dilution Percentage shall be determined by the Agent based on its reviews of the periodic financial and collateral reports submitted by the Companies to the Agent as well as the results of the periodic field examinations of the Companies conducted by the Agent from time to time. The period of measurement for calculating the Dilution Percentage shall be determined by the Agent from time to time in the exercise of its reasonable business judgment.
Depository Account Control Agreement means a three-party agreement in form and substance satisfactory to the Agent among the Agent, the applicable Obligor and the bank which will maintain a Depository Account, (a) which provides the Agent with control of such Depository Account (subject to the prior control established in favor of the Senior Creditor), and (b) pursuant to which such bank agrees that (i) all cash, checks, wires and other items received or deposited into the Depository Account are the property of the Agent (subject to the interests of the Senior Creditor), and (ii) except for the prior lien of the Senior Creditor or as otherwise provided in the Depository Account Control Agreement, such bank has no lien upon, or right of set off against, the Depository Account and any cash, checks, wires and other items from time to time on deposit therein.
Depository Account Control Agreement means a three-party agreement in form and substance satisfactory to the Agent among the Agent, the Company and the bank which will maintain a Depository Account, (a) which provides the Agent with control of such Depository Account and provides for the transfer of funds in a manner consistent with the provisions of Section 3.2(b) of this Financing Agreement, and (b) pursuant to which such bank agrees that, except as otherwise provided in the Depository Account Control Agreement, such bank has no lien upon, or right of set off against, the Depository Account and any cash, checks, wires and other items from time to time on deposit therein. Dilution Percentage shall mean, with respect to the Company during any period of measurement, the quotient (expressed as a percentage) obtained by dividing (a) the aggregate amount of the Company’s non-cash reductions against Trade Accounts Receivable, during such period, by (b) the aggregate amount of the Company’s gross sales during such period, as determined by the Agent in the exercise of its reasonable business judgment. The Dilution Percentage shall be determined by the Agent based on its reviews of the periodic financial and collateral reports submitted by the Company to the Agent as well as the results of the periodic field examinations of the Company conducted by the Agent from time to time. The period of measurement for calculating the Dilution Percentage shall be determined by the Agent from time to time in the exercise of its reasonable business judgment. DIP Facility shall mean the senior secured revolving line of credit facility established by the Lenders in favor of the Company under Article 3 of this Financing Agreement, which shall be in the initial maximum amount of $75,000,000 and is subject to being increased to an amount not to exceed $150,000,000. DIP Financing Documents shall mean this Financing Agreement, the Promissory Notes, mortgages and deeds of trust on any Real Estate, the other closing documents executed by the Company or any subsidiary thereof, and any other ancillary loan and security agreements executed by the Company or any subsidiary thereof from time to time in connection with this Financing Agreement, all as may be renewed, amended, restated or supplemented from time to time.
Depository Account Control Agreement means that certain Depository Account Control Agreement of even date herewith by and among the Administrative Agent, the Escrow Agent, the Borrower and Banco Popular de Puerto Rico, as depository bank, whereby the Borrower, the Administrative Agent, Banco Popular de Puerto Rico, as depository bank, and the Escrow Agent agree on certain matters relating to the dominion and control of the Escrow Account in favor of the Administrative Agent for its benefit and the ratable benefit of the Lenders.
Depository Account Control Agreement means a three-party agreement in form and substance reasonably satisfactory to the Agent among the Agent, the applicable Company and the bank which will maintain a Depository Account, (a) which provides the Agent with control of such Depository Account and provides for the transfer of funds in a manner consistent with the provisions of Section 3.2 of this Financing Agreement, and (b) pursuant to which such bank agrees that (x) all cash, checks, wires and other items received or deposited into the Depository Account are subject to the lien and security interest of the Agent, for the benefit of the Lenders, and (y) except as otherwise agreed by the Agent in its sole discretion, such bank has no lien upon, or right of set off against, the Depository Account and any cash, checks, wires and other items from time to time on deposit therein.
Depository Account Control Agreement. That certain Lockbox and Deposit Account Control Agreement, to be entered into by Borrower, the Subsidiaries of Borrower that are parties to the Subsidiary Security Agreement(s), Depository Bank and the Administrative Agent, pursuant to which Borrower and such Subsidiaries will grant a security interest with respect to their respective interests (if any) in the Lockbox and the Depository Account, in form and substance satisfactory to the Administrative Agent, as originally executed and as it may be amended, modified, supplemented, restated or replaced from time to time.
Depository Account Control Agreement means any three-party agreement, in form and substance reasonably satisfactory to the Secured Party, among Debtor, the Secured Party and the bank maintaining a Depository Account (a) pursuant to which such bank agrees that, except in connection with chargebacks and payment of such bank’s usual and customary fees chargeable in connection with its administration of the applicable Depository Account, such bank has no Lien upon, or right of set off against, the Depository Account or any cash, checks, wires and other items from time to time on deposit therein and (b) which provides the Secured Party with control of the Depository Account.