Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee at any time during the continuance of an Event of Default, any payments of Accounts or payments in respect of General Intangibles, when collected by the Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly indorsed by the Grantor to the Collateral Trustee if required, in a Cash Collateral Account. Until so turned over, such payments shall be held by the Grantor in trust for the Collateral Trustee, segregated from other funds of the Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) At the Collateral Trustee's request, during the continuance of an Event of Default, the Grantor shall deliver to the Collateral Trustee all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts. (c) The Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the Grantor to collect its Accounts or amounts due under General Intangibles or any thereof. (d) The Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles. (e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee and that payments in respect thereof shall be made directly to the Collateral Trustee. In addition, the Collateral Trustee may at any time during the continuance of an Event of Default enforce the Grantor's rights against such Account Debtors and obligors of General Intangibles. (f) Anything herein to the contrary notwithstanding, the Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any of the obligations of the Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Finova Group Inc), Indenture (Finova Group Inc)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Lender in writing at any time during the continuance of an Event of Default, any payments the Grantor shall cause all payment of Accounts or payments payment in respect of General IntangiblesIntangibles to be directed to a Cash Collateral Account, when and if collected by the Grantorany Loan Party, each such payment shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly indorsed by the Grantor to the Collateral Trustee Lender if required, in a Cash Collateral Account. Until so turned over, each such payments payment shall be held by the Grantor in trust for the Collateral TrusteeLender, segregated from other funds of the Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's requestLender’s request in writing, during the continuance of an Event of Default, the Grantor shall deliver to the Collateral Trustee Lender all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Lender may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Lender in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's Lender’s satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Lender in writing at any time during after the continuance occurrence of an Event of Default, the Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Lender and that payments in respect thereof shall be made directly to the Lender or to a Cash Collateral TrusteeAccount. In addition, the Collateral Trustee Lender may at any time during the continuance of an Event of Default enforce the Grantor's ’s rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other Secured Party Lender shall not have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee nor any other Secured Party Lender of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party Lender be obligated in any manner to perform any obligation of the obligations of the Grantor any Loan Party under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 2 contracts
Sources: Security Agreement (Franklin Credit Management Corp/De/), Security Agreement (Franklin Credit Management Corp/De/)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Agent at any time upon the occurrence and during the continuance of an Event of Default, any payments of Accounts or payments in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee Agent if required, in a Cash Collateral AccountAccount maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent as provided in Section 5.4. Until so turned over, such payments shall be held by the such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's Agent’s request, upon the occurrence and during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Agent may, without notice, at any time upon the occurrence and during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Agent in its own name or in the name of others may at any time upon the occurrence and during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's Agent’s satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee Agent at any time upon the occurrence and during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or payments in respect of General Intangibles have been collaterally assigned to the Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent. In addition, the Collateral Trustee Agent may at any time upon the occurrence and during the continuance of an Event of Default so enforce the such Grantor's ’s rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Agent nor any other Secured Party be obligated in any manner to perform any of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 2 contracts
Sources: Security Agreement (Merisant Worldwide, Inc.), Security Agreement (Merisant Co)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if required by the Collateral Trustee Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuance continuation of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the Grantorany Wholly Owned Opco Guarantor, shall be forthwith promptly (and, in any event, within two five (5) Business Days) deposited by the Grantor such Wholly Owned Opco Guarantor in the exact form received, duly indorsed Collections Account (or such other account as designated in writing by the Grantor to the Collateral Trustee if required, in a Cash Collateral AccountAgent). Until so turned over, such payments payment shall be held by the Grantor applicable Wholly Owned Opco Guarantor in trust for the Collateral TrusteeAgent, segregated from other funds of the Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the depositWholly Owned Opco Guarantor.
(b) At any time upon the Collateral Trustee's request, occurrence and during the continuance continuation of an Event of Default:
(i) each Wholly Owned Opco Guarantor shall, upon the Grantor shall Collateral Agent’s written request, deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements Contractual Obligations and transactions which that gave rise to the Accounts any Account or payments any payment in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's satisfaction the existence, amount receipts and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the Grantor's each Wholly Owned Opco Guarantor’s rights against such Account Debtors and obligors of General Intangibles.
(fc) Anything herein to the contrary notwithstanding, the Grantor each Wholly Owned Opco Guarantor shall remain liable under each of the Accounts Account and payments each payment in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other No Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of this Agreement any Loan Document or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the Grantor any Wholly Owned Opco Guarantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 2 contracts
Sources: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Notes Indenture, if required by the Collateral Trustee at any time during the continuance of an Event of Default, any payments payment of Accounts accounts or payments payment in respect of General Intangiblesgeneral intangibles, when collected by the any Grantor, shall be forthwith promptly (and, in any event, within two 2 Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredTrustee, in a Cash Collateral Account, subject to withdrawal by the Collateral Trustee as provided in Section 6.4. Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral Trustee, segregated from other funds of the such Grantor. Each such deposit of Proceeds proceeds of Accounts accounts and payments in respect of General Intangibles general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's request, any time during the continuance of an Event of Default:
(i) each Grantor shall, upon the Grantor shall Collateral Trustee’s request, deliver to the Collateral Trustee all original and other documents evidencing, and relating to, the agreements Contractual Obligations and transactions which that gave rise to the Accounts any account or payments any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts.receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Collateral Trustee and that payments in respect thereof shall be made directly to the Collateral Trustee; and
(cii) The the Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee general intangibles and, in its own name or in the name of others may at any time during the continuance of an Event of Default others, communicate with Account Debtors account debtors to verify with them to the Collateral Trustee's ’s satisfaction the existence, amount and terms of any Accounts account or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee and that payments in respect thereof shall be made directly to the Collateral Trusteegeneral intangible. In addition, the Collateral Trustee may at any time during the continuance of an Event of Default enforce the such Grantor's ’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles.
(fc) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts account and payments each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment in respect of a General Intangible general intangible by reason of or arising out of this Agreement any Pari Passu Lien Document or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 2 contracts
Sources: Security Agreement (Unisys Corp), Security Agreement (Unisys Corp)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Loan Agreement, if required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments payment of Accounts accounts or payments payment in respect of General Intangiblesgeneral intangibles relating to the Collateral, when collected by the any Grantor, shall be forthwith promptly (and, in any event, within two (2) Business DaysDays of such collection) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredAgent for the benefit of Lenders and the other Secured Parties, in a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 6.4. Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAgent for the benefit of Lenders and the other Secured Parties, segregated from other funds of the such Grantor. Each such deposit of Proceeds proceeds of Accounts accounts and payments in respect of General Intangibles shall general intangibles relating to the Collateral shall, upon the Collateral Agent’s request, be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's request, any time during the continuance of an Event of Default:
(i) each Grantor shall, the Grantor shall deliver to upon the Collateral Trustee Agent’s request, assemble and hold for the benefit of Lenders and the other Secured Parties all original and other documents evidencing, and relating to, the agreements contractual obligations and transactions which that gave rise to the Accounts any account or payments any payment in respect of General Intangiblesgeneral intangibles included in or otherwise relating to the Collateral, including all IP Licenses, original orders, invoices and shipping receipts.
(c) The Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's satisfaction the existence, amount receipts and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors account debtors that the Accounts accounts or General Intangibles general intangibles have been collaterally assigned to the Collateral Trustee Agent for the benefit of Lenders and the other Secured Parties and that payments in respect thereof shall be made directly to the Collateral Trustee. In additionAgent for the benefit of Lenders and the other Secured Parties or to any Lender on behalf of itself and the other Secured Parties, as the Collateral Trustee may at Agent shall direct; and
(ii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent to ensure any time during Internet Domain Name included in or otherwise relating to the continuance of an Event of Default enforce the Grantor's rights against such Account Debtors and obligors of General IntangiblesCollateral is registered.
(fc) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts account and payments each payment in respect of General Intangibles general intangibles included in the Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Agent nor any Lender or other Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment in respect of a General Intangible general intangible included in the Collateral by reason of or arising out of this Agreement any Loan Document or the receipt by the Collateral Trustee nor Agent or any Lender or other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Agent nor any Lender or other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible included in the Collateral, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 2 contracts
Sources: Loan Agreement (Sarepta Therapeutics, Inc.), Guaranty and Security Agreement (Sarepta Therapeutics, Inc.)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Loan Agreement, if required by the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredAdministrative Agent, in a Cash Collateral Management Account, subject to withdrawal by the Administrative Agent as provided in Section 5.4 (Proceeds to be Turned Over To Administrative Agent). Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAdministrative Agent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's Administrative Agent’s request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee all Administrative Agent or, at the Administrative Agent’s option, permit the Administrative Agent access to obtain copies or original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Administrative Agent may, without noticenotice to the Grantors, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's Administrative Agent’s satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Administrative Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAdministrative Agent. In addition, the Collateral Trustee Administrative Agent may at any time during the continuance of an Event of Default enforce the such Grantor's ’s rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee nor Administrative Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 2 contracts
Sources: Loan and Guaranty Agreement (Collective Brands, Inc.), Term Loan Agreement (Collective Brands, Inc.)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Administrative Agent in writing at any time during the continuance of an Event of Default, any payments FCMC shall cause all payment of Accounts or payments payment in respect of General IntangiblesIntangibles to be directed to a Cash Collateral Account, when and if collected by the GrantorFCMC, each such payment shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor FCMC in the exact form received, duly indorsed by the Grantor FCMC to the Collateral Trustee Administrative Agent if required, in a Cash Collateral Account. Until so turned over, each such payments payment shall be held by the Grantor FCMC in trust for the Collateral TrusteeAdministrative Agent, segregated from other funds of the GrantorFCMC. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's requestAdministrative Agent’s request in writing, during the continuance of an Event of Default, the Grantor FCMC shall deliver to the Collateral Trustee Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the Grantor FCMC to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's Administrative Agent’s satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Administrative Agent in writing at any time during after the continuance occurrence of an Event of Default, the Grantor FCMC shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Administrative Agent and that payments in respect thereof shall be made directly to the Administrative Agent or to a Cash Collateral TrusteeAccount. In addition, the Collateral Trustee Administrative Agent may at any time during the continuance of an Event of Default enforce the Grantor's FCMC’s rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the Grantor FCMC shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other Secured Party The Administrative Agent shall not have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee nor any other Secured Party Administrative Agent of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party Administrative Agent be obligated in any manner to perform any obligation of the obligations of the Grantor FCMC under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 2 contracts
Sources: Security Agreement (Franklin Credit Management Corp), Security Agreement (Licensing) (Franklin Credit Holding Corp/De/)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredAdministrative Agent, in a Cash Collateral Account, subject to withdrawal by the Administrative Agent as provided in Section 5.4 (Proceeds to be Turned Over To Administrative Agent). Until so turned over or turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAdministrative Agent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's Administrative Agent’s request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's Administrative Agent’s satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Administrative Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAdministrative Agent. In addition, the Collateral Trustee Administrative Agent may at any time during the continuance of an Event of Default enforce the such Grantor's ’s rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Administrative Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Amc Entertainment Inc), Pledge and Security Agreement (Marquee Holdings Inc.)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Lender in writing at any time during the continuance of an Event of Default, any payments each Loan Party shall cause all payment of Accounts or payments payment in respect of General IntangiblesIntangibles to be directed to a Cash Collateral Account, when and if collected by the Grantorany Loan Party, each such payment shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor such Loan Party in the exact form received, duly indorsed by the Grantor such Loan Party to the Collateral Trustee Lender if required, in a Cash Collateral Account. Until so turned over, each such payments payment shall be held by the Grantor such Loan Party in trust for the Collateral TrusteeLender, segregated from other funds of the Grantorsuch Loan Party. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's requestLender’s request in writing, during the continuance of an Event of Default, the Grantor each Loan Party shall deliver to the Collateral Trustee Lender all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Lender may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the Grantor a Loan Party to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Lender in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's Lender’s satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Lender in writing at any time during after the continuance occurrence of an Event of Default, the Grantor each Loan Party shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Lender and that payments in respect thereof shall be made directly to the Lender or to a Cash Collateral TrusteeAccount. In addition, the Collateral Trustee Lender may at any time during the continuance of an Event of Default enforce the Grantor's such Loan Party’s rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the Grantor each Loan Party shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other Secured Party Lender shall not have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee nor any other Secured Party Lender of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party Lender be obligated in any manner to perform any obligation of the obligations of the Grantor any Loan Party under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Security Agreement (Franklin Credit Management Corp/De/)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee Agent if required, in a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 5.4 (Proceeds to be Turned Over To Collateral Agent). Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral TrusteeAgent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAgent's satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent. In addition, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Pledge and Security Agreement (Hli Operating Co Inc)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) immediately deposited by the such Grantor in the exact form received, duly indorsed endorsed by the such Grantor to the Collateral Trustee if requiredAgent, in an Approved Deposit Account or a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 6.5 (Proceeds to be Turned Over To Collateral Agent). Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's Agent’s request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's Agent’s satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent. In addition, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the such Grantor's ’s rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a such General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Credit Agreement (UTi WORLDWIDE INC)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments of Accounts or payments in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed endorsed by the such Grantor to the Collateral Trustee Agent if required, in a Cash Collateral AccountAccount maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent as provided in Section 5.4. Until so turned over, such payments shall be held by the such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral TrusteeAgent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAgent's satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or payments in respect of General Intangibles have been collaterally assigned to the Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent. In addition, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the Grantor's rights against such so notify Account Debtors and obligors of General IntangiblesDebtors.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Agent nor any other Secured Party be obligated in any manner to perform any of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Pledge and Security Agreement (Oxford Automotive Inc)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredAdministrative Agent, in an Approved Deposit Account or a Cash Collateral Account, subject to withdrawal by the Administrative Agent as provided in Section 5.4 (Proceeds to be Turned Over to Administrative Agent). Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAdministrative Agent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral TrusteeAdministrative Agent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.. PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION
(c) The Collateral Trustee Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAdministrative Agent's satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Administrative Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAdministrative Agent. In addition, the Collateral Trustee Administrative Agent may at any time during the continuance of an Event of Default enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Administrative Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, any payments payment of Accounts accounts or payments payment in respect of General Intangiblesgeneral intangibles, when collected by the any Grantor, shall be forthwith promptly (and, in any event, within two 2 Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredAdministrative Agent, in a Cash Collateral Account, subject to withdrawal by the Administrative Agent as provided in Section 5.4. Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAdministrative Agent, segregated from other funds of the such Grantor. Each such deposit of Proceeds proceeds of Accounts accounts and payments in respect of General Intangibles general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's request, any time during the continuance of an Event of Default:
(i) each Grantor shall, upon the Grantor shall Administrative Agent’s request, deliver to the Collateral Trustee Administrative Agent all original and other documents evidencing, and relating to, the agreements Contractual Obligations and transactions which that gave rise to the Accounts any account or payments any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts.receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Administrative Agent and that payments in respect thereof shall be made directly to the Administrative Agent;
(cii) The Collateral Trustee the Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts accounts or amounts due under General Intangibles general intangibles or any thereof.
(d) The Collateral Trustee thereof and, in its own name or in the name of others may at any time during the continuance of an Event of Default others, communicate with Account Debtors account debtors to verify with them to the Collateral Trustee's Administrative Agent’s satisfaction the existence, amount and terms of any Accounts account or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee and that payments in respect thereof shall be made directly to the Collateral Trusteegeneral intangible. In addition, the Collateral Trustee Administrative Agent may at any time during the continuance of an Event of Default enforce the such Grantor's ’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles; and
(iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Administrative Agent to ensure any Internet Domain Name is registered.
(fc) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts account and payments each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment in respect of a General Intangible general intangible by reason of or arising out of this Agreement any Loan Document or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Security Agreement (McClatchy Co)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments payment of Accounts accounts or payments payment in respect of General Intangiblesgeneral intangibles, when collected by the any Grantor, shall be forthwith promptly (and, in any event, within two (2) Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the into an account over which a First Lien Collateral Trustee if required, in a Cash Collateral Account. Until so turned over, such payments shall be held by the Grantor in trust for the Collateral Trustee, segregated from other funds of the Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the depositAgent has control.
(b) At the Collateral Trustee's request, any time during the continuance of an Event of Default:
(i) each Grantor shall, upon the Grantor shall Collateral Agent’s request, deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements Contractual Obligations and transactions which that gave rise to the Accounts any account or payments any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts.receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent;
(cii) The the Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts accounts or amounts due under General Intangibles general intangibles or any thereof.
(d) The Collateral Trustee thereof and, in its own name or in the name of others may at any time during the continuance of an Event of Default others, communicate with Account Debtors account debtors to verify with them to the Collateral Trustee's Agent’s satisfaction the existence, amount and terms of any Accounts account or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee and that payments in respect thereof shall be made directly to the Collateral Trusteegeneral intangible. In addition, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the such Grantor's ’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles; and
(iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent to ensure any Internet Domain Name is registered.
(fc) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts account and payments each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment in respect of a General Intangible general intangible by reason of or arising out of this Agreement any of the Note Documents or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Security Agreement (Olympic-Cascade Publishing, Inc.)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Administrative Agent in writing at any time during the continuance of an Event of Default, any payments each Loan Party shall cause all payment of Accounts or payments payment in respect of General IntangiblesIntangibles to be directed to a Cash Collateral Account, when and if collected by the Grantorany Loan Party, each such payment shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor such Loan Party in the exact form received, duly indorsed by the Grantor such Loan Party to the Collateral Trustee Administrative Agent if required, in a Cash Collateral Account. Until so turned over, each such payments payment shall be held by the Grantor such Loan Party in trust for the Collateral TrusteeAdministrative Agent, segregated from other funds of the Grantorsuch Loan Party. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's requestAdministrative Agent’s request in writing, during the continuance of an Event of Default, the Grantor each Loan Party shall deliver to the Collateral Trustee Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the Grantor a Loan Party to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's Administrative Agent’s satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Administrative Agent in writing at any time during after the continuance occurrence of an Event of Default, the Grantor each Loan Party shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Administrative Agent and that payments in respect thereof shall be made directly to the Administrative Agent or to a Cash Collateral TrusteeAccount. In addition, the Collateral Trustee Administrative Agent may at any time during the continuance of an Event of Default enforce the Grantor's such Loan Party’s rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the Grantor each Loan Party shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other Secured Party The Administrative Agent shall not have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee nor any other Secured Party Administrative Agent of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party Administrative Agent be obligated in any manner to perform any obligation of the obligations of the Grantor any Loan Party under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Security Agreement (Franklin Credit Holding Corp/De/)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee Administrative Agent if required, in a Cash Collateral Account, subject to withdrawal by the Administrative Agent as provided in Section 5.4 (Proceeds to be Turned Over To Administrative Agent). Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAdministrative Agent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral TrusteeAdministrative Agent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAdministrative Agent's satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Administrative Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAdministrative Agent. In addition, the Collateral Trustee Administrative Agent may at any time during the continuance of an Event of Default enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Administrative Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Pledge and Security Agreement (Hayes Lemmerz International Inc)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Credit Agreements, if required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredAgent, in an Approved Deposit Account or a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 5.4 (Proceeds to be Turned Over To Collateral Agent). Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's Agent’s request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Subject to the terms of the Credit Agreements, the Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's Agent’s satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent. In addition, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the such Grantor's ’s rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Pledge and Security Agreement (Revlon Consumer Products Corp)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Loan Agreement, if required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments payment of Accounts accounts or payments payment in respect of General Intangiblesgeneral intangibles relating to the Collateral, when collected by the any Grantor, shall be forthwith promptly (and, in any event, within two (2) Business DaysDays of such collection) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredAgent for the benefit of Lenders and the other Secured Parties, in a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 6.4. Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAgent for the benefit of Lenders and the other Secured Parties, segregated from other funds of the such Grantor. Each such deposit of Proceeds proceeds of Accounts accounts and payments in respect of General Intangibles shall general intangibles relating to the Collateral shall, upon the Collateral Agent’s request, be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's request, any time during the continuance of an Event of Default:
(i) each Grantor shall, the Grantor shall deliver to upon the Collateral Trustee Agent’s request, assemble and hold for the benefit of Lenders and the other Secured Parties all original and other documents evidencing, and relating to, the agreements contractual obligations and transactions which that gave rise to the Accounts any account or payments any payment in respect of General Intangiblesgeneral intangibles included in or otherwise relating in any way to any of the Collateral, including all IP Licenses, original orders, invoices and shipping receipts.
(c) The Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's satisfaction the existence, amount receipts and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors account debtors that the Accounts accounts or General Intangibles general intangibles have been collaterally assigned to the Collateral Trustee Agent for the benefit of Lenders and the other Secured Parties and that payments in respect thereof shall be made directly to the Collateral Trustee. In additionAgent for the benefit of Lenders and the other Secured Parties or to any Lender on behalf of itself and the other Secured Parties, as the Collateral Trustee may at Agent shall direct; and
(ii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent to ensure any time during Internet Domain Name included in or otherwise relating in any way to any of the continuance of an Event of Default enforce the Grantor's rights against such Account Debtors and obligors of General IntangiblesCollateral is registered.
(fc) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts account and payments each payment in respect of General Intangibles general intangibles included in the Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Agent nor any Lender or other Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment in respect of a General Intangible general intangible included in the Collateral by reason of or arising out of this Agreement any Loan Document or the receipt by the Collateral Trustee nor Agent or any Lender or other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Agent nor any Lender or other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible included in the Collateral, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (ai) If In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if required by the Collateral Trustee Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuance continuation of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the Grantorany Wholly Owned Holdco Guarantor, shall be forthwith promptly (and, in any event, within two five (5) Business Days) deposited by the Grantor such Wholly Owned Holdco Guarantor in the exact form received, duly indorsed Revenue Account (or such other account as designated in writing by the Grantor to the Collateral Trustee if required, in a Cash Collateral AccountAgent). Until so turned over, such payments payment shall be held by the Grantor applicable Wholly Owned Holdco Guarantor in trust for the Collateral TrusteeAgent, segregated from other funds of the Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the depositWholly Owned Holdco Guarantor.
(bii) At any time upon the Collateral Trustee's request, occurrence and during the continuance continuation of an Event of Default:
(1) each Wholly Owned Holdco Guarantor shall, upon the Grantor shall Collateral Agent’s written request, deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements Contractual Obligations and transactions which that gave rise to the Accounts any Account or payments any payment in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's satisfaction the existence, amount receipts and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent; and
(2) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Holdco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the Grantor's each Wholly Owned Holdco Guarantor’s rights against such Account Debtors and obligors of General Intangibles.
(fiii) Anything herein to the contrary notwithstanding, the Grantor each Wholly Owned Holdco Guarantor shall remain liable under each of the Accounts Account and payments each payment in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other No Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement any Loan Document or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the Grantor any Wholly Owned Holdco Guarantor under or [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Credit Agreement (Sunrun Inc.)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredAdministrative Agent, in a Cash Collateral Account, subject to withdrawal by the Administrative Agent as provided in Section 5.4 (Proceeds to be Turned Over To Administrative Agent). Until so turned over or turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAdministrative Agent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral TrusteeAdministrative Agent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts; provided, however, that the Administrative Agent acknowledges that certain documents, information or materials may not be delivered to it as a result of confidentiality or security restrictions upon the distribution of such documents, information or materials.
(c) The Collateral Trustee Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAdministrative Agent's satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Administrative Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAdministrative Agent. In addition, the Collateral Trustee Administrative Agent may at any time during the continuance of an Event of Default enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Administrative Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Credit Agreement (Edo Corp)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Lender in writing at any time during the continuance of an Event of a Forbearance Default, any payments each Loan Party shall cause all payment of Accounts or payments payment in respect of General IntangiblesIntangibles to be directed to a Cash Collateral Account, when and if collected by the Grantorany Loan Party, each such payment shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor such Loan Party in the exact form received, duly indorsed by the Grantor such Loan Party to the Collateral Trustee Lender if required, in a Cash Collateral Account. Until so turned over, each such payments payment shall be held by the Grantor such Loan Party in trust for the Collateral TrusteeLender, segregated from other funds of the Grantorsuch Loan Party. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's requestLender’s request in writing, during the continuance of an Event of a Forbearance Default, the Grantor each Loan Party shall deliver to the Collateral Trustee Lender all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Lender may, without notice, at any time during the continuance of an Event of a Forbearance Default, limit or terminate the authority of the Grantor a Loan Party to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Lender in its own name or in the name of others may at any time during the continuance of an Event of a Forbearance Default communicate with Account Debtors to verify with them to the Collateral Trustee's Lender’s satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Lender in writing at any time during after the continuance occurrence of an Event of a Forbearance Default, the Grantor each Loan Party shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Lender and that payments in respect thereof shall be made directly to the Lender or to a Cash Collateral TrusteeAccount. In addition, the Collateral Trustee Lender may at any time during the continuance of an Event of a Forbearance Default enforce the Grantor's such Loan Party’s rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the Grantor each Loan Party shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other Secured Party Lender shall not have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee nor any other Secured Party Lender of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party Lender be obligated in any manner to perform any obligation of the obligations of the Grantor any Loan Party under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Security Agreement (Franklin Credit Management Corp/De/)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee at any time during the continuance of an Event of Default, any payments of Accounts or payments in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if required, in a Cash Collateral Account. Until so turned over, such payments shall be held by the such Grantor in trust for the Collateral Trustee, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee and that payments in respect thereof shall be made directly to the Collateral Trustee. In addition, the Collateral Trustee may at any time during the continuance of an Event of Default enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Senior Debt Documents, if required by the Collateral Trustee at any time during the continuance of an Event of a Secured Debt Default, any payments payment of Accounts accounts or payments payment in respect of General Intangiblesgeneral intangibles, when collected by the any Grantor, shall be forthwith promptly (and, in any event, within two 2 Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredTrustee, in a Cash Collateral Account, subject to withdrawal by the Collateral Trustee as provided in Section 5.4. Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral Trustee, segregated from other funds of the such Grantor. Each such deposit of Proceeds proceeds of Accounts accounts and payments in respect of General Intangibles general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's request, any time during the continuance of an Event of a Secured Debt Default:
(i) each Grantor shall, upon the Grantor shall Collateral Trustee’s request, deliver to the Collateral Trustee all original and other documents evidencing, and relating to, the agreements Contractual Obligations and transactions which that gave rise to the Accounts any account or payments any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's satisfaction the existence, amount receipts and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors account debtors that the Accounts accounts or General Intangibles general intangibles have been collaterally assigned to the Collateral Trustee and that payments in respect thereof shall be made directly to the Collateral Trustee;
(ii) the Collateral Trustee may, without notice, at any time during the continuance of a Secured Debt Default, limit or terminate the authority of a Grantor to collect its accounts or amounts due under general intangibles or any thereof and, in its own name or in the name of others, communicate with account debtors to verify with them to the Collateral Trustee’s satisfaction the existence, amount and terms of any account or amounts due under any general intangible. In addition, the Collateral Trustee may at any time during the continuance of an Event of Default enforce the such Grantor's ’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles; and
(iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Trustee to ensure any Internet Domain Name is registered.
(fc) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts account and payments each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment in respect of a General Intangible general intangible by reason of or arising out of this Agreement any Secured Debt Document or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Security Agreement (Entravision Communications Corp)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, any payments payment of Accounts (except for those Accounts that are part of the Surety Collateral, as long as the Surety shall have a first-priority security interest therein under the Surety Facility and the Surety Intercreditor Agreement) or payments payment in respect of General IntangiblesIntangibles (except for General Intangibles that are part of the Surety Collateral, as long as the Surety shall have a first-priority security interest therein under the Surety Facility and the Surety Intercreditor Agreement), when collected by the any Grantor, shall be forthwith (and, in any event, within two five Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee Administrative Agent if required, in a Cash Collateral Account, subject to withdrawal by the Administrative Agent as provided in SECTION 5.4 (PROCEEDS TO BE TURNED OVER TO ADMINISTRATIVE AGENT). Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAdministrative Agent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral TrusteeAdministrative Agent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts (except for those Accounts that are part of the Surety Collateral, as long as the Surety shall have a first-priority security interest therein under the Surety Facility and the Surety Intercreditor Agreement) or amounts due under General Intangibles (except for General Intangibles that are part of the Surety Collateral, as long as the Surety shall have a first-priority security interest therein under the Surety Facility and the Surety Intercreditor Agreement) or any thereof.
(d) The Collateral Trustee Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAdministrative Agent's satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible, other than Accounts or General Intangibles in which the Surety has been granted a security interest under the Surety Facility and the Surety Intercreditor Agreement.
(e) Upon the request of the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts (other than Accounts in which the Surety has been granted a security interest under the Surety Facility and the Surety Intercreditor Agreement) or General Intangibles (other than General Intangibles in which the Surety has been granted a security interest under the Surety Facility and the Surety Intercreditor Agreement) have been collaterally assigned to the Collateral Trustee Administrative Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAdministrative Agent. In addition, the Collateral Trustee Administrative Agent may at any time during the continuance of an Event of Default enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Administrative Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Pledge and Security Agreement (Washington Group International Inc)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments payment of Accounts accounts or payments payment in respect of General Intangiblesgeneral intangibles, when collected by the any Grantor, shall be forthwith promptly (and, in any event, within two (2) Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the into an account over which a First Lien Collateral Trustee if required, in a Cash Collateral Account. Until so turned over, such payments shall be held by the Grantor in trust for the Collateral Trustee, segregated from other funds of the Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the depositAgent has control.
(b) At the Collateral Trustee's request, any time during the continuance of an Event of Default:
(i) each Grantor shall, upon the Grantor shall Collateral Agent’s request, deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements Contractual Obligations and transactions which that gave rise to the Accounts any account or payments any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts.receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent;
(cii) The the Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts accounts or amounts due under General Intangibles general intangibles or any thereof.
(d) The Collateral Trustee thereof and, in its own name or in the name of others may at any time during the continuance of an Event of Default others, communicate with Account Debtors account debtors to verify with them to the Collateral Trustee's Agent’s satisfaction the existence, amount and terms of any Accounts account or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee and that payments in respect thereof shall be made directly to the Collateral Trusteegeneral intangible. In addition, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the such Grantor's ’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles; and
(iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent to ensure any Internet Domain Name is registered.
(fc) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts account and payments each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance accor- dance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment in respect of a General Intangible general intangible by reason of or arising out of this Agreement any of the Note Documents or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) If In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, if required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments of Accounts or payments in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee Agent if required, in a Cash any deposit account as the Collateral AccountAgent shall reasonably deem necessary to establish, subject to withdrawal by the Collateral Agent as provided in Section 5.4. Until so turned over, such payments shall be held by the such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, at the Collateral TrusteeAgent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, the Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, the Collateral Trustee Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAgent's satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, upon the request of the Collateral Trustee Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent. In addition, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Agent nor any other Secured Party be obligated in any manner to perform any of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Pledge and Security Agreement (Foamex Capital Corp)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, any payments of Accounts or payments in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee Administrative Agent if required, in a Cash Collateral AccountAccount maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent as provided in SECTION 5.4. Until so turned over, such payments shall be held by the such Grantor in trust for the Collateral TrusteeAdministrative Agent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral TrusteeAdministrative Agent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAdministrative Agent's satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or payments in respect of General Intangibles have been collaterally assigned to the Collateral Trustee Administrative Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAdministrative Agent. In addition, the Collateral Trustee Administrative Agent may at any time during the continuance of an Event of Default so enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Administrative Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Administrative Agent nor any other Secured Party be obligated in any manner to perform any of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Security Agreement (Merisant Foreign Holdings I Inc)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments of Accounts or payments in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee Agent if required, in a the Cash Collateral AccountAccount or in any deposit account as the Collateral Agent shall reasonably deem necessary to establish, subject to withdrawal by the Collateral Agent as provided in Section 5.4. Until so turned over, such payments shall be held by the such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral TrusteeAgent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAgent's satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent. In addition, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Agent nor any other Secured Party be obligated in any manner to perform any of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Pledge and Security Agreement (Foamex Capital Corp)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if required by the Collateral Trustee Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuance continuation of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the Grantorany Wholly Owned Opco Guarantor, shall be forthwith promptly (and, in any event, within two five (5) Business Days) deposited by the Grantor such Wholly Owned Opco Guarantor in the exact form received, duly indorsed Collections Account (or such other account as designated in writing by the Grantor to the Collateral Trustee if required, in a Cash Collateral AccountAgent). Until so turned over, such payments payment shall be held by the Grantor applicable Wholly Owned Opco Guarantor in trust for the Collateral TrusteeAgent, segregated from other funds of the Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the depositWholly Owned Opco Guarantor.
(b) At any time upon the Collateral Trustee's request, occurrence and during the continuance continuation of an Event of Default:
(i) each Wholly Owned Opco Guarantor shall, upon the Grantor shall Collateral Agent’s written request, deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements Contractual Obligations and transactions which that gave rise to the Accounts any Account or payments any payment in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's satisfaction the existence, amount receipts and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the Grantor's each Wholly Owned Opco Guarantor’s rights against such Account Debtors and obligors of General Intangibles.
(fc) Anything herein to the contrary notwithstanding, the Grantor each Wholly Owned Opco Guarantor shall remain liable under each of the Accounts Account and payments each payment in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other No Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement any Loan Document or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the Grantor any Wholly Owned Opco Guarantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Credit Agreement (Sunrun Inc.)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Loan Agreement, if required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments payment of Accounts accounts or payments payment in respect of General Intangiblesgeneral intangibles included in the Collateral, when collected by the any Grantor, shall be forthwith promptly (and, in any event, within two (2) Business DaysDays of such collection) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredAgent for the benefit of Lenders and the other Secured Parties, in a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 6.4. Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAgent for the benefit of Lenders and the other Secured Parties, segregated from other funds of the such Grantor. Each such deposit of Proceeds proceeds of Accounts accounts and payments in respect of General Intangibles shall general intangibles relating to the Collateral shall, upon the Collateral Agent’s request, be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's request, any time during the continuance of an Event of Default, the Grantor shall deliver solely with respect to the Collateral:
(i) each Grantor shall, upon the Collateral Trustee Agent’s request, assemble and hold for the benefit of Lenders and the other Secured Parties all original and other documents evidencing, and relating to, the agreements contractual obligations and transactions which that gave rise to the Accounts any account or payments any payment in respect of General Intangiblesgeneral intangibles, including all IP Licenses, original orders, invoices and shipping receipts.
(c) The Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's satisfaction the existence, amount receipts and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors account debtors that the Accounts accounts or General Intangibles general intangibles have been collaterally assigned to the Collateral Trustee Agent for the benefit of Lenders and the other Secured Parties and that payments in respect thereof shall be made directly to the Collateral Trustee. In additionAgent for the benefit of Lenders and the other Secured Parties or to any Lender on behalf of itself and the other Secured Parties, as the Collateral Trustee may at Agent shall direct; and
(ii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent to ensure any time during the continuance of an Event of Default enforce the Grantor's rights against such Account Debtors and obligors of General IntangiblesInternet Domain Name is registered.
(fc) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts account and payments each payment in respect of General Intangibles general intangibles included in the Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Agent nor any Lender or other Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment in respect of a General Intangible general intangible included in the Collateral by reason of or arising out of this Agreement any Loan Document or the receipt by the Collateral Trustee nor Agent or any Lender or other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Agent nor any Lender or other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible included in the Collateral, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Guaranty and Security Agreement (Akebia Therapeutics, Inc.)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Loan Agreement, if required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments payment of Accounts accounts or payments payment in respect of General Intangiblesgeneral intangibles relating to the Collateral, when collected by the any Grantor, shall be forthwith promptly (and, in any event, within two (2) Business DaysDays of such collection) be deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredAgent for the benefit of ▇▇▇▇▇▇▇ and other Secured Parties, segregated from other funds of such Grantor in a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 6.4. Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAgent for the benefit of Lenders and other Secured Parties, segregated from other funds of the such Grantor. Each such deposit of Proceeds proceeds of Accounts accounts and payments in respect of General Intangibles shall general intangibles relating to the Collateral shall, upon the Collateral Agent’s request, be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's request, any time during the continuance of an Event of Default, the Grantor shall deliver in each case to the extent not prohibited under Section 8.1 of the Loan Agreement: (i) each Grantor shall, upon the Collateral Trustee Agent’s request, assemble and hold for the benefit of Lenders and other Secured Parties all original and other documents evidencing, and relating to, the agreements contractual obligations and transactions which that gave rise to the Accounts any account or payments any payment in respect of General Intangiblesgeneral intangibles, including all IP Licenses, original orders, invoices and shipping receipts.
(c) The Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's satisfaction the existence, amount receipts and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors account debtors that the Accounts accounts or General Intangibles general intangibles have been collaterally assigned to the Collateral Trustee Agent for the benefit of Lenders and other Secured Parties and that payments in respect thereof shall be made directly to the Collateral Trustee. In additionAgent for the benefit of Lenders and other Secured Parties or to any Lender on behalf of itself and other Secured Parties, as the Collateral Trustee may at Agent shall direct; and (ii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent to ensure any time during the continuance of an Event of Default enforce the Grantor's rights against such Account Debtors and obligors of General IntangiblesInternet Domain Name is registered.
(fc) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts account and payments each payment in respect of General Intangibles general intangibles included in the Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Agent nor any Lender or other Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment in respect of a General Intangible general intangible included in the Collateral by reason of or arising out of this Agreement any Loan Document or the receipt by the Collateral Trustee nor Agent or any Lender or other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Agent nor any Lender or other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible included in the Collateral, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.make
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) If Subject to the rights of CapitalSource under the CapitalSource Loan Agreement and the Subordination Agreement, if required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments of Accounts or payments in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee Agent if required, in a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 5.4. Until so turned over, such payments shall be held by the such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At Subject to the rights of CapitalSource under the CapitalSource Loan Agreement and the Subordination Agreement, at the Collateral TrusteeAgent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Subject to the rights of CapitalSource under the CapitalSource Loan Agreement and the Subordination Agreement, the Collateral Trustee Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAgent's satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon Subject to the rights of CapitalSource under the CapitalSource Loan Agreement and the Subordination Agreement, upon the request of the Collateral Trustee Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent. In addition, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Agent nor any other Secured Party be obligated in any manner to perform any of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Subordinated Pledge and Security Agreement (Opticare Health Systems Inc)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the First Lien Indenture, if required by the Collateral Trustee at any time during the continuance of an Event of Default, any payments payment of Accounts accounts or payments payment in respect of General Intangiblesgeneral intangibles, when collected by the any Grantor, shall be forthwith promptly (and, in any event, within two 2 Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredTrustee, in a Cash Collateral Account, subject to withdrawal by the Collateral Trustee as provided in Section 6.4. Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral Trustee, segregated from other funds of the such Grantor. Each such deposit of Proceeds proceeds of Accounts accounts and payments in respect of General Intangibles general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's request, any time during the continuance of an Event of Default:
(i) each Grantor shall, upon the Grantor shall Collateral Trustee’s request, deliver to the Collateral Trustee all original and other documents evidencing, and relating to, the agreements Contractual Obligations and transactions which that gave rise to the Accounts any account or payments any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts.receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Collateral Trustee and that payments in respect thereof shall be made directly to the Collateral Trustee; and
(cii) The Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee general intangibles and, in its own name or in the name of others may at any time during the continuance of an Event of Default others, communicate with Account Debtors account debtors to verify with them to the Collateral Trustee's ’s satisfaction the existence, amount and terms of any Accounts account or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee and that payments in respect thereof shall be made directly to the Collateral Trusteegeneral intangible. In addition, the Collateral Trustee may at any time during the continuance of an Event of Default enforce the such Grantor's ’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles.
(fc) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts account and payments each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment in respect of a General Intangible general intangible by reason of or arising out of this Agreement any Priority Lien Document or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Security Agreement (Unisys Corp)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Bank Administrative Agent at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee Bank Administrative Agent if required, in a Cash Collateral Account, subject to withdrawal by the Bank Administrative Agent as provided in Section 5.4 (Proceeds to be Turned Over To Bank Administrative Agent). Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeBank Administrative Agent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral TrusteeBank Administrative Agent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Bank Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Bank Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Bank Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeBank Administrative Agent's satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Bank Administrative Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Bank Administrative Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeBank Administrative Agent. In addition, the Collateral Trustee Bank Administrative Agent may at any time during the continuance of an Event of Default enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any of the obligations of the Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Securities Purchase Agreement, if required by the Collateral Trustee Agent at any time during the continuance of an Event of DefaultDefault (and otherwise permitted by the Intercreditor Agreement), any payments payment of Accounts accounts or payments payment in respect of General Intangiblesgeneral intangibles, when collected by the any Grantor, shall be forthwith promptly (and, in any event, within two (2) Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredAgent, in a Security Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 6.4. Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of the such Grantor. Each such deposit of Proceeds proceeds of Accounts accounts and payments in respect of General Intangibles general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's request, any time during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement:
(i) each Grantor shall shall, upon the Collateral Agent’s request, deliver to the Collateral Trustee Agent (if not otherwise required to be delivered to the Credit Agreement Collateral Agent) all original and other documents evidencing, and relating to, the agreements Contractual Obligations and transactions which that gave rise to the Accounts any account or payments any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's satisfaction the existence, amount receipts and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors account debtors that the Accounts accounts or General Intangibles general intangibles have been collaterally assigned to the Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Credit Agreement Collateral Trustee. In Agent (or, if the obligations outstanding in respect of the Credit Agreement have been paid in full and all commitments thereunder terminated, the Collateral Agent);
(ii) the Collateral Agent may, without notice, limit or terminate the authority of a Grantor to collect its accounts or amounts due under general intangibles or any thereof and, in its own name or in the name of others, communicate with account debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any account or amounts due under any general intangible and, in addition, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the such Grantor's ’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles; and
(iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent to ensure that any Internet Domain Name is registered.
(fc) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts account and payments each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment in respect of a General Intangible general intangible by reason of or arising out of this Agreement any Note Document or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Securities Purchase Agreement (Film Department Holdings, Inc.)
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee Administrative Agent if required, in an Approved Deposit Account or a Cash Collateral Account, subject to withdrawal by the Administrative Agent as provided in Section 5.4 (Proceeds to be Turned Over To Administrative Agent). Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAdministrative Agent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General PLEDGE AND SECURITY AGREEMENT SWIFT & COMPANY Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral TrusteeAdministrative Agent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAdministrative Agent's satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Administrative Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAdministrative Agent. In addition, the Collateral Trustee Administrative Agent may at any time during the continuance of an Event of Default enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything Notwithstanding anything herein to the contrary notwithstandingcontrary, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Administrative Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Parity Lien Documents, subject to the terms of the Intercreditor Agreement, if required by the Collateral Trustee at any time during the continuance of an Event of Default, any payments payment of Accounts accounts or payments payment in respect of General Intangiblesgeneral intangibles, when collected by the any Grantor, shall be forthwith promptly (and, in any event, within two 2 Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredApplicable Agent, in a Cash Collateral Account, subject to withdrawal by Applicable Agent as provided in Section 5.4. Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeApplicable Agent, segregated from other funds of the such Grantor. Each such deposit of Proceeds proceeds of Accounts accounts and payments in respect of General Intangibles general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's request, any time during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement:
(i) each Grantor shall shall, upon Collateral Trustee’s request, deliver to the Collateral Trustee all original and other documents evidencing, and relating to, the agreements Contractual Obligations and transactions which that gave rise to the Accounts any account or payments any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts.receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to Collateral Trustee and that payments in respect thereof shall be made directly to Collateral Trustee;
(cii) The Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts accounts or amounts due under General Intangibles general intangibles or any thereof.
(d) The Collateral Trustee thereof and, in its own name or in the name of others may at any time during the continuance of an Event of Default others, communicate with Account Debtors account debtors to verify with them to the Collateral Trustee's ’s satisfaction the existence, amount and terms of any Accounts account or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee and that payments in respect thereof shall be made directly to the Collateral Trusteegeneral intangible. In addition, the Collateral Trustee may at any time during time, subject to the continuance terms of an Event of Default the Intercreditor Agreement, enforce the such Grantor's ’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles to the extent permitted by law; and
(iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by Collateral Trustee to ensure any Internet Domain Name is registered.
(fc) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts account and payments each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment in respect of a General Intangible general intangible by reason of or arising out of this Agreement any Parity Lien Document or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) If Subject to the terms of the Intercreditor Agreement, in addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredAgent, in an Approved Deposit Account or a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 5.4 (Proceeds to be Turned Over To Collateral Agent). Until Subject to the terms of the Intercreditor Agreement, until so turned over or turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At Subject to the terms of the Intercreditor Agreement, at the Collateral TrusteeAgent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Subject to the terms of the Intercreditor Agreement, the Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Subject to the terms of the Intercreditor Agreement, the Collateral Trustee Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAgent's PLEDGE AND SECURITY AGREEMENT AMKOR TECHNOLOGY, INC. satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon Subject to the terms of the Intercreditor Agreement, upon the request of the Collateral Trustee Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent. In addition, subject to the Intercreditor Agreement, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Second Lien Pledge and Security Agreement (Amkor Technology Inc)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) Days deposited by the such Grantor in the exact form received(or, as applicable, duly indorsed by the such Grantor to the Collateral Trustee if requiredAdministrative Agent), in a Cash Collateral AccountAccount or as otherwise directed by the Administrative Agent by written notice. Until so turned over or turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAdministrative Agent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's Administrative Agent’s request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's Administrative Agent’s satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Administrative Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAdministrative Agent. In addition, the Collateral Trustee Administrative Agent may at any time during the continuance of an Event of Default enforce the such Grantor's ’s rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee nor Administrative Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Pledge and Security Agreement (Orbital Sciences Corp /De/)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) Days deposited by the such Grantor in the exact form received(or, as applicable, duly indorsed by the such Grantor to the Collateral Trustee if requiredAdministrative Agent), in a Cash Collateral AccountAccount or as otherwise directed by the Administrative Agent by written notice. Until so turned over or turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAdministrative Agent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's Administrative Agent’s request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.. Pledge and Security Agreement Orbital Sciences Corporation
(c) The Collateral Trustee Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's Administrative Agent’s satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Administrative Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAdministrative Agent. In addition, the Collateral Trustee Administrative Agent may at any time during the continuance of an Event of Default enforce the such Grantor's ’s rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee nor Administrative Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments of Accounts or payments in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee Agent if required, in a Cash Collateral Account. Until so turned over, such payments shall be held by the such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral TrusteeAgent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAgent's satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent. In addition, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Agent nor any other Secured Party be obligated in any manner to perform any of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Indenture (Finova Group Inc)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Indenture, subject to the Intercreditor Agreement, if required by the Collateral Trustee at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredTrustee, in a Blocked Account or a Cash Collateral Account, subject to withdrawal by the Collateral Trustee as provided in Section 5.5 (Proceeds to be Turned Over To Collateral Trustee). Until so turned over, subject to the Intercreditor Agreement, such payments payment shall be held by the such Grantor in trust for the Collateral Trustee, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At Subject to the Intercreditor Agreement, at the Collateral Trustee's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Subject to the Intercreditor Agreement, the Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Subject to the Intercreditor Agreement, the Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon Subject to the Intercreditor Agreement, upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that it has granted to the Collateral Trustee a lien on and security interest in, all of its right, title and interest in, to and under the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee and that payments in respect thereof shall be made directly to the Collateral Trustee. In addition, subject to the Intercreditor Agreement, the Collateral Trustee may at any time during the continuance of an Event of Default Default, to the extent permitted by applicable law, enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Trustee, nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Trustee, nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Pledge and Security Agreement (Warnaco Group Inc /De/)
Accounts and Payments in Respect of General Intangibles. Subject to the prior rights, if any, of the “Agent” under the Credit Agreement Security Agreement:
(a) If In addition to, and not in substitution for, any similar requirement in the Subordinated Note Documents, if required by the Collateral Trustee Subordinated Lender at any time during the continuance of an Event of Default, any payments payment of Accounts accounts or payments payment in respect of General Intangiblesgeneral intangibles, when collected by the any Grantor, shall be forthwith promptly (and, in any event, within two 2 Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredSubordinated Lender, in a Cash Collateral Account, subject to withdrawal by the Subordinated Lender as provided in Section 6.4. Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeSubordinated Lender, segregated from other funds of the such Grantor. Each such deposit of Proceeds proceeds of Accounts accounts and payments in respect of General Intangibles general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's request, any time during the continuance of an Event of Default:
(i) each Grantor shall, upon the Grantor shall Subordinated Lender’s request, deliver to the Collateral Trustee Subordinated Lender all original and other documents evidencing, and relating to, the agreements Contractual Obligations and transactions which that gave rise to the Accounts any account or payments any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts.receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Subordinated Lender and that payments in respect thereof shall be made directly to the Subordinated Lender;
(cii) The Collateral Trustee the Subordinated Lender may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts accounts or amounts due under General Intangibles general intangibles or any thereof.
(d) The Collateral Trustee thereof and, in its own name or in the name of others may at any time during the continuance of an Event of Default others, communicate with Account Debtors account debtors to verify with them to the Collateral Trustee's Subordinated Lender’s satisfaction the existence, amount and terms of any Accounts account or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee and that payments in respect thereof shall be made directly to the Collateral Trusteegeneral intangible. In addition, the Collateral Trustee Subordinated Lender may at any time during the continuance of an Event of Default enforce the such Grantor's ’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles; and
(iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Subordinated Lender to ensure any Internet Domain Name is registered.
(fc) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts account and payments each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other Secured Party The Subordinated Lender shall not have any obligation or liability under any agreement giving rise to an Account account or a payment in respect of a General Intangible general intangible by reason of or arising out of this Agreement any Subordinated Note Document or the receipt by the Collateral Trustee nor any other Secured Party Subordinated Lender of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party Subordinated Lender be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the any Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two five Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Applicable Collateral Trustee if requiredAgent, in an Approved Deposit Account or a Cash Collateral Account, subject to withdrawal by the Applicable Collateral Agent as provided in SECTION 5.4 (PROCEEDS TURNED OVER TO APPLICABLE COLLATERAL AGENTS). Until so turned over or turned over, such payments payment shall be held by the such Grantor in trust for the Applicable Collateral TrusteeAgent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the either Collateral TrusteeAgent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Applicable Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the PLEDGE AND SECURITY AGREEMENT PRESTIGE BRANDS, INC. Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Each Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Each Collateral Trustee Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Applicable Collateral TrusteeAgent's satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible and such Collateral Agent, to the extent permitted under applicable Requirements of Law, shall have given written notice to the relevant Grantor on, prior to or promptly after such exercise of such Collateral Agent's intent to exercise its corresponding rights under this SECTION 5.2; PROVIDED, HOWEVER, that the failure of such Collateral Agent to give notice shall not affect the rights of the Collateral Agents hereunder and shall not otherwise result in any liability for any Collateral Agent.
(e) Upon the request of the any Collateral Trustee Agent at any time during the continuance of an Event of Default, and, to the extent permitted under applicable Requirements of Law, such Collateral Agent shall have given written notice to the relevant Grantor on, prior to or promptly after such exercise of such Collateral Agent's intent to exercise its corresponding rights under this SECTION 5.2; (PROVIDED, HOWEVER, that the failure to give notice shall not affect the rights of the Collateral Agents hereunder and shall not otherwise result in any liability for any Collateral Agent), each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Applicable Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Applicable Collateral TrusteeAgent. In addition, the each Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the No Collateral Trustee nor any Agent and no other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the any Collateral Trustee nor Agent or any other Secured Party of any payment relating thereto, nor shall the and no Collateral Trustee nor any Agent and no other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Pledge and Security Agreement (Prestige Brands Holdings, Inc.)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Credit Documents, subject to the terms of the Intercreditor Agreement, if required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments payment of Accounts accounts or payments payment in respect of General Intangiblesgeneral intangibles, when collected by the any Grantor, shall be forthwith promptly (and, in any event, within two 2 Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredApplicable Agent, in a Cash Collateral Account, subject to withdrawal by Applicable Agent as provided in Section 5.4. Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeApplicable Agent, segregated from other funds of the such Grantor. Each such deposit of Proceeds proceeds of Accounts accounts and payments in respect of General Intangibles general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Trustee's request, any time during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement:
(i) each Grantor shall shall, upon Collateral Agent’s request, deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements Contractual Obligations and transactions which that gave rise to the Accounts any account or payments any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts.receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to Collateral Agent and that payments in respect thereof shall be made directly to Collateral Agent;
(cii) The Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts accounts or amounts due under General Intangibles general intangibles or any thereof.
(d) The Collateral Trustee thereof and, in its own name or in the name of others may at any time during the continuance of an Event of Default others, communicate with Account Debtors account debtors to verify with them to the Collateral Trustee's Agent’s satisfaction the existence, amount and terms of any Accounts account or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee and that payments in respect thereof shall be made directly to the Collateral Trusteegeneral intangible. In addition, the Collateral Trustee Agent may at any time during time, subject to the continuance terms of an Event of Default the Intercreditor Agreement, enforce the such Grantor's ’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles to the extent permitted by law; and
(iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by Collateral Agent to ensure any internet domain name is registered.
(fc) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts account and payments each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any other No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment in respect of a General Intangible general intangible by reason of or arising out of this Agreement any Credit Document or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) If required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee Agent if required, in a Cash an account designated by the Collateral AccountAgent, subject to withdrawal by the Collateral Agent. Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral TrusteeAgent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAgent's satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent. In addition, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Agent nor any other Secured Party Lender shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Agent nor any other Secured Party Lender of any payment relating thereto, nor shall the Collateral Trustee Agent nor any other Secured Party Lender be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Security Agreement (Interep National Radio Sales Inc)
Accounts and Payments in Respect of General Intangibles. (a) If In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payments payment of Accounts or payments payment in respect of General Intangibles, when collected by the any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by the such Grantor in the exact form received, duly indorsed by the such Grantor to the Collateral Trustee if requiredAgent, in an Approved Deposit Account or a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 5.4 (Proceeds to be Turned Over To Collateral Agent). Until so turned over, such payments payment shall be held by the such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of the such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral TrusteeAgent's request, during the continuance of an Event of Default, the each Grantor shall deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements and transactions which that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.
(c) The Subject to the terms of the Credit Agreement, the Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAgent's satisfaction the existence, amount and terms of any Accounts Account or amounts due under any General IntangiblesIntangible.
(e) Upon the request of the Collateral Trustee Agent at any time during the continuance of an Event of Default, the each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Trustee Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent. In addition, the Collateral Trustee Agent may at any time during the continuance of an Event of Default enforce the such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(f) Anything herein to the contrary notwithstanding, the each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of the any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Sources: Pledge and Security Agreement (Revlon Consumer Products Corp)