Common use of Accounts and Payments in Respect of General Intangibles Clause in Contracts

Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the Lender at any time during the continuance of an Event of Default under Sections 6.1(e), (f) or (g) or upon acceleration of the Loans under the Credit Agreement, any payment of accounts or payment in respect of general intangibles having an aggregate value in excess of $10,000, when collected by any Grantor, shall be promptly (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Lender, in a Cash Collateral Account, subject to withdrawal by the Lender as provided in Section 6.4. Until so turned over, such payment shall be held by such Grantor in trust for the Lender, segregated from other funds of 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 any time during the continuance of an Event of Default: (i) each Grantor shall, upon the Lender’s request, deliver to the Lender all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any account or any payment in respect of general intangibles, including all original orders, invoices and shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Lender and that payments in respect thereof shall be made directly to the Lender; and (ii) the Lender may, without notice, at any time during the continuance of an Event of 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 Lender’s satisfaction the existence, amount and terms of any account or amounts due under any general intangible. In addition, the Lender may at any time enforce such Grantor’s rights against such account debtors and obligors of general intangibles. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each account and 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. 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 any Loan Document or the receipt by Lender of any payment relating thereto, nor shall Lender be obligated in any manner to perform any obligation of 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 that may have been assigned to it or to which it may be entitled at any time or times.

Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if If required by the Lender Secured Party at any time during the continuance of an Event of Default under Sections 6.1(e), (f) or (g) or upon acceleration of the Loans under the Credit AgreementDefault, any payment of accounts or payment in respect of general intangibles having an aggregate value in excess of $10,000intangibles, when collected by any the Grantor, shall be promptly (and, in any event, within two (2) Business Daysbusiness days) deposited delivered by such the Grantor in the exact form received, duly indorsed by such the Grantor to the Lender, in a Cash Collateral Account, subject to withdrawal by the Lender as provided in Section 6.4Secured Party. Until so turned over, such payment shall be held by such the Grantor in trust for the LenderSecured Party, segregated from other funds of such the Grantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles shall shall, if required by the Secured Party, be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) At any time during the continuance of an Event of Default: (i) each the Grantor shall, upon the Lender’s Secured Party's request, deliver to the Lender Secured Party all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any account or any payment in respect of general intangibles, including all original orders, invoices and shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Lender Secured Party and that payments in respect thereof shall be made directly to the Lender; andSecured Party; (ii) the Lender Secured Party may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a the 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 Lender’s Secured Party's satisfaction the existence, amount and terms of any account or amounts due under any general intangible. In addition, the Lender Secured Party may at any time enforce such the Grantor’s 's rights against such account debtors and obligors of general intangibles; and (iii) the Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Secured Party to ensure any Internet Domain Name is registered. (c) Anything herein to the contrary notwithstanding, each the Grantor shall remain liable under each account and 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. Lender The Secured Party 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 any Loan Document or the receipt by Lender the Secured Party of any payment relating thereto, nor shall Lender the Secured Party be obligated in any manner to perform any obligation of any 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 that may have been assigned to it or to which it may be entitled at any time or times.

Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit AgreementNote, if required by the Lender Secured Party at any time during the continuance of an Event of Default under Sections 6.1(e), (f) or (g) or upon acceleration of the Loans under the Credit AgreementDefault, any payment of accounts or payment in respect of general intangibles having an aggregate value in excess of $10,000intangibles, when collected by any Grantor, shall be promptly (and, in any event, within two (2) 2 Business Days) deposited delivered by such Grantor in the exact form received, duly indorsed by such Grantor to the Lender, in a Cash Collateral Account, subject to withdrawal by the Lender as provided in Section 6.4Secured Party. Until so turned over, such payment shall be held by such Grantor in trust for the LenderSecured Party, segregated from other funds of 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. (ba) At any time during the continuance of an Event of Default: (i) each Grantor shall, upon the LenderSecured Party’s request, deliver to the Lender Secured Party all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any account or any payment in respect of general intangibles, including all original orders, invoices and shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Lender Secured Party and that payments in respect thereof shall be made directly to the LenderSecured Party; and (ii) the Lender Secured Party may, without notice, at any time during the continuance of an Event of 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 LenderSecured Party’s satisfaction the existence, amount and terms of any account or amounts due under any general intangible. In addition, the Lender Secured Party may at any time during the continuance of an Event of Default enforce such Grantor▇▇▇▇▇▇▇’s rights against such account debtors and obligors of general intangibles. (cb) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each account and 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. Lender The Secured Party shall not have any no 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 any Loan Document or the receipt by Lender the Secured Party of any payment relating thereto, nor shall Lender the Secured Party be obligated in any manner to perform any obligation of 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 that may have been assigned to it or to which it may be entitled at any time or times.

Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if If required by the Lender Secured Party at any time during the continuance of an Event of Default under Sections 6.1(e)(and, (f) or (g) or upon acceleration if prior to the payment in full of the Loans Senior Loan Obligations and termination of the commitments under the Senior Credit Agreement, only to the extent not expressly prohibited by the provisions of the Senior Credit Agreement or Article VIII of the Subordinated Credit Agreement), any payment payments of accounts Accounts or payment payments in respect of general intangibles having an aggregate value in excess of $10,000General Intangibles, when collected by any Grantor, shall be promptly forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the LenderSecured Party if required, in a Cash Collateral Account, subject to withdrawal by the Lender Secured Party as provided in Section 6.45.4. Until so turned over, such payment payments shall be held by such Grantor in trust for the LenderSecured Party, segregated from other funds of 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 any time Subject to the Lien Subordination Agreement, at the Secured Party's request, during the continuance of an Event of Default: (i) , each Grantor shall, upon the Lender’s request, shall deliver to the Lender Secured Party all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that which gave rise to any account the Accounts or any payment payments in respect of general intangiblesGeneral Intangibles, including all original orders, invoices and shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned receipts. (c) Subject to the Lender and that payments in respect thereof shall be made directly to provisions of the Lender; and (ii) Lien Subordination Agreement, the Lender Secured Party may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its accounts Accounts or amounts due under general intangibles General Intangibles or any thereof and, thereof. (d) The Secured Party in its own name or in the name of others, others may at any time during the continuance of an Event of Default communicate with account debtors Account Debtors to verify with them to the Lender’s Secured Party's satisfaction the existence, amount and terms of any account Accounts or amounts due under any general intangibleGeneral Intangibles. (e) Upon the request of the Secured Party at any time during the continuance of an Event of Default (and, if prior to the payment in full of the Senior Loan Obligations and termination of the commitments under the Senior Credit Agreement, only to the extent not expressly prohibited by the provisions of the Senior Credit Agreement or Article VIII of the Subordinated Credit Agreement), each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Secured Party and that payments in respect thereof shall be made directly to the Secured Party. In addition, subject to the Lender provisions of the Lien Subordination Agreement, the Secured Party may at any time during the continuance of an Event of Default enforce such Grantor’s 's rights against such account debtors Account Debtors and obligors of general intangiblesGeneral Intangibles. (cf) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each account of the Accounts and each payment payments 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. Lender The Secured Party 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 any Loan Document this Security Agreement or the receipt by Lender the Secured Party of any payment relating thereto, nor shall Lender the Secured Party be obligated in any manner to perform any obligation of the obligations of 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 that which may have been assigned to it or to which it may be entitled at any time or times.

Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if If required by the Lender Collateral Agent at any time during the continuance of an Event of Default under Sections 6.1(e), (f) or (g) or upon acceleration of the Loans under the Credit AgreementDefault, any payment of accounts or payment in respect of general intangibles having an aggregate value in excess of $10,000intangibles, when collected by any Grantor, shall be promptly (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the LenderCollateral Agent, in a Cash Collateral Account, subject to withdrawal by the Lender Collateral Agent as provided in Section 6.4. Until so turned over, such payment shall be held by such Grantor in trust for the LenderCollateral Agent, segregated from other funds of 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 any time during the continuance of an Event of Default: (i) each Grantor shall, upon the Lender’s request, deliver to the Lender all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any account or any payment in respect of general intangibles, including all original orders, invoices and shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Lender and that payments in respect thereof shall be made directly to the Lender; and (ii) the Lender may, without notice, at any time during the continuance of an Event of 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 Lender’s satisfaction the existence, amount and terms of any account or amounts due under any general intangible. In addition, the Lender may at any time enforce such Grantor’s rights against such account debtors and obligors of general intangibles[Intentionally Omitted.] (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each account and 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. Lender No Secured Party 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 any Loan Document or the receipt by Lender any Secured Party of any payment relating thereto, nor shall Lender any Secured Party be obligated in any manner to perform any obligation of 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 that may have been assigned to it or to which it may be entitled at any time or times.

Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit AgreementNote, if required by the Lender Secured Party at any time during the continuance of an Event of Default under Sections 6.1(e), (f) or (g) or upon acceleration of the Loans under the Credit AgreementDefault, any payment of accounts or payment in respect of general intangibles having an aggregate value in excess of $10,000intangibles, when collected by any Grantor, shall be promptly (and, in any event, within two (2) 2 Business Days) deposited delivered by such Grantor in the exact form received, duly indorsed by such Grantor to the Lender, in a Cash Collateral Account, subject to withdrawal by the Lender as provided in Section 6.4Secured Party. Until so turned over, such payment shall be held by such Grantor in trust for the LenderSecured Party, segregated from other funds of 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. (ba) At any time during the continuance of an Event of Default: (i) each Grantor shall, upon the LenderSecured Party’s request, deliver to the Lender Secured Party all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any account or any payment in respect of general intangibles, including all original orders, invoices and shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Lender Secured Party and that payments in respect thereof shall be made directly to the Lender; andSecured Party; (ii) the Lender Secured Party may, without notice, at any time during the continuance of an Event of 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 LenderSecured Party’s satisfaction the existence, amount and terms of any account or amounts due under any general intangible. In addition, the Lender Secured Party may at any time enforce such Grantor’s rights against such account debtors and obligors of general intangibles; and (iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Secured Party to ensure any Internet Domain Name is registered. (cb) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each account and 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. Lender The Secured Party shall not have any no 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 any Loan Document or the receipt by Lender the Secured Party of any payment relating thereto, nor shall Lender the Secured Party be obligated in any manner to perform any obligation of 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 that may have been assigned to it or to which it may be entitled at any time or times.

Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement, if If required by the Lender Agent at any time during the continuance of an Event of Default under Sections 6.1(e), (f) or (g) or upon acceleration of the Loans under the Credit AgreementDefault, any payment of accounts or payment in respect of general intangibles having an aggregate value in excess of $10,000intangibles, when collected by any Grantor, shall be promptly (and, in any event, within two (2) Domestic Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the LenderAgent, in a Cash Collateral Accountan account controlled by the Agent, subject to withdrawal by the Lender Agent as provided in Section 6.45.4. Until so turned over, such payment shall be held by such Grantor in trust for the LenderAgent, segregated from other funds of 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 any time during the continuance of an Event of Default: (i) each Grantor shall, upon the LenderAgent’s request, deliver to the Lender Agent all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any account or any payment in respect of general intangibles, including all original orders, invoices and shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Lender Agent and that payments in respect thereof shall be made directly to the Lender; andAgent; (ii) the Lender Agent may, without notice, at any time during the continuance of an Event of 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 LenderAgent’s satisfaction the existence, amount and terms of any account or amounts due under any general intangible. In addition, the Lender Agent may at any time enforce such Grantor’s rights against such account debtors and obligors of general intangibles; and (iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Agent to ensure any Internet domain name is registered. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each account and 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. Lender Neither the 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 any Loan Transaction Document or the receipt by Lender the Agent of any payment relating thereto, nor shall Lender the Agent be obligated in any manner to perform any obligation of 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 that may have been assigned to it or to which it may be entitled at any time or times.