Accounts, Etc. (a) Until such time as the Secured Party shall notify the Debtor in writing of the revocation of such power and authority, the Debtor, as agent for the Secured Party, will, at its own expense, diligently collect, as and when due, all amounts owing under the Accounts, including the taking of such action with respect to such collection as the Secured Party reasonably may request from time to time; provided, however, that until an Event of Default shall occur or would occur but for the passage of time, or giving of notice, or both, the Debtor may use or consume in the ordinary course of its business any such collections on the Accounts in any lawful manner not inconsistent with this Agreement and the other Loan Documents. After an Event of Default shall occur, the Secured Party shall have the authority and right (but not the obligation) to notify any parties obligated on any of the Accounts to make payment to the Secured Party of any amounts due or to become due thereunder, and enforce collection of performance under any of the Accounts by suit or otherwise, and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. After an Event of Default and upon request of the Secured Party, the Debtor will, at its own expense, notify any parties obligated on any of the Accounts to make payments to the Secured Party and will hold in trust and immediately forward to the Secured Party all payments received by the Debtor in the form received, with all necessary endorsements thereon for collection by the Secured Party. (b) If all or any part of the Collateral at any time consists of Inventory, Accounts, or Chattel Paper, at any time and from time to time after the occurrence of an Event of Default hereunder: the Debtor will, upon the request of the Secured Party, deposit or cause to be deposited to a bank account designated by the Secured Party and from which the Secured Party alone has power of access and withdrawal (the "Collateral Account") all checks, drafts, cash, and other remittances in payment or on account of payment of such Inventory, Accounts, or Chattel Paper and the cash proceeds of any returned goods, the sale or lease of which gave rise to an Account or Chattel Paper (all of the foregoing herein collectively referred to as "Items of Payment"); the Debtor shall deposit the Items of Payment for credit to the Collateral Account within two (2) business days of the receipt thereof, and in precisely the form received, except for the endorsement of the Debtor where necessary to permit the collection of the Items of Payment, which endorsement the Debtor hereby agrees to make; pending such deposit, the Debtor will not commingle any of the Items of Payment with any of its other funds or property but will hold them separate and apart; and the Secured Party may at any from time to time apply the whole or any part of the collected funds credited to the Collateral Account against the Debtor's Obligations or credit such collected funds to a banking account of the Debtor with the Secured Party, the order and method of such application to be in the discretion of the Secured Party.
Appears in 1 contract
Accounts, Etc. (ai) Until such time as the Secured Party Each Debtor shall notify the Debtor in writing of the revocation of such power and authority, the Debtor, as agent for the Secured Party, will, at use all commercially reasonable efforts consistent with prudent business practice to cause to be collected from its own expense, diligently collectAccount Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and apply forthwith upon receipt thereof all such amounts as are so collected to the Accounts, including the taking outstanding balance of such action with respect to Account. The costs and expenses (including, without limitation, reasonable attorneys’ fees actually incurred) of collection of Accounts incurred by such collection as Debtor or the Secured Party reasonably shall be borne by the Debtors.
(ii) Upon the occurrence and during the continuance of any Event of Default, each Debtor shall, at the request and option of the Secured Party, notify Account Debtors and other Persons obligated on the Accounts or any of the Collateral of the security interest of Secured Party in any Account or other Collateral and that payment thereof is to be made directly to the Secured Party, and may request from time to time; provideditself, however, that until if an Event of Default shall occur have occurred and be continuing, without notice to or would occur but demand upon any Debtor, so notify Account Debtors and other Persons obligated on Collateral. After the making of such a request or the giving of any such notification, each Debtor shall hold any proceeds of collection of the Accounts and such other Collateral received by such Debtor as trustee for the passage Secured Party without commingling the same with other funds of time, or giving of notice, or both, such Debtor and shall turn the Debtor may use or consume same over to the Secured Party in the ordinary course identical form received, together with any necessary endorsements or assignments. The Secured Party shall apply the proceeds of collection of the Accounts and other Collateral received by the Secured Party to the Obligations in accordance with the provisions of the Note Purchase Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.
(iii) Each Debtor will perform and comply in all material respects with all of its business obligations in respect of Accounts, Instruments and General Intangibles.
(iv) Anything herein to the contrary notwithstanding, each of the Debtors shall remain liable under each of its Accounts, contracts and agreements 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 to each such collections on Account or the Accounts terms of such contract or agreement. The Secured Party shall not have any obligation or liability under any Account (or any agreement giving rise thereto), contract or agreement by reason of or arising out of this Agreement or the receipt by the Secured Party of any payment relating to such Account, contract or agreement pursuant hereto, nor shall the Secured Party be obligated in any lawful manner not inconsistent with this Agreement and to perform any of the other Loan Documents. After obligations of any Debtor under or pursuant to any Account (or any agreement giving rise thereto), contract or agreement, 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 under any Account (or any agreement giving rise thereto), contract or agreement, 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.
(v) During the continuation of an Event of Default shall occurDefault, the Secured Party shall have the authority and right (right, but not the obligation) , to notify any parties obligated on any make test verifications of the Accounts to make payment in any commercially reasonable manner and through any medium that it reasonably considers advisable, and the Debtors shall furnish all such assistance and information as the Secured Party may reasonably require in connection with such test verifications. Upon the Secured Party’s reasonable written request and at the expense of the Debtors, the Debtors shall cause their independent public accountants or others reasonably satisfactory to the Secured Party of any amounts due or to become due thereunder, and enforce collection of performance under any of the Accounts by suit or otherwise, and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. After an Event of Default and upon request of the Secured Party, the Debtor will, at its own expense, notify any parties obligated on any of the Accounts to make payments furnish to the Secured Party reports showing reconciliations, aging and will hold test verifications of, and trial balances for, the Accounts. The Secured Party in trust and immediately forward its own name or in the name of others may communicate with Account Debtors on the Accounts to verify with them to the Secured Party all payments received by Party’s reasonable satisfaction the Debtor in the form receivedexistence, with all necessary endorsements thereon for collection by the Secured Party.
(b) If all or any part of the Collateral at any time consists of Inventory, Accounts, or Chattel Paper, at any time amount and from time to time after the occurrence of an Event of Default hereunder: the Debtor will, upon the request of the Secured Party, deposit or cause to be deposited to a bank account designated by the Secured Party and from which the Secured Party alone has power of access and withdrawal (the "Collateral Account") all checks, drafts, cash, and other remittances in payment or on account of payment of such Inventory, Accounts, or Chattel Paper and the cash proceeds terms of any returned goods, the sale or lease of which gave rise to an Account or Chattel Paper (all of the foregoing herein collectively referred to as "Items of Payment"); the Debtor shall deposit the Items of Payment for credit to the Collateral Account within two (2) business days of the receipt thereof, and in precisely the form received, except for the endorsement of the Debtor where necessary to permit the collection of the Items of Payment, which endorsement the Debtor hereby agrees to make; pending such deposit, the Debtor will not commingle any of the Items of Payment with any of its other funds or property but will hold them separate and apart; and the Secured Party may at any from time to time apply the whole or any part of the collected funds credited to the Collateral Account against the Debtor's Obligations or credit such collected funds to a banking account of the Debtor with the Secured Party, the order and method of such application to be in the discretion of the Secured PartyAccounts.
Appears in 1 contract
Accounts, Etc. (a) Until such time as the Secured Party Each Grantor shall notify the Debtor in writing of the revocation of such power and authority, the Debtor, as agent for the Secured Party, will, at use all commercially reasonable efforts consistent with prudent business practice to cause to be collected from its own expense, diligently collectAccount Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and apply forthwith upon receipt thereof all such amounts as are so collected to the Accounts, including the taking outstanding balance of such action with respect Account. The costs and expenses (including, without limitation, reasonable attorneys’ fees actually incurred) of collection of Accounts incurred by such Grantor or Lender shall be borne by the Grantors. Upon the occurrence and during the continuance of any Event of Default, each Grantor shall, at the request and option of Lender, notify Account Debtors and other Persons obligated on the Accounts or any of the Collateral of the security interest of Lender in any Account or other Collateral and that payment thereof is to such collection as the Secured Party reasonably be made directly to Lender, and may request from time to time; provideditself, however, that until if an Event of Default shall occur have occurred and be continuing, without notice to or would occur but for demand upon any Grantor, so notify Account Debtors and other Persons obligated on Collateral. After the passage making of time, such a request or the giving of noticeany such notification, or both, each Grantor shall hold any proceeds of collection of the Accounts and such other Collateral received by such Grantor as trustee for Lender without commingling the same with other funds of such Debtor may use or consume and shall turn the same over to Lender in the ordinary course identical form received, together with any necessary endorsements or assignments. Lender shall apply the proceeds of collection of the Accounts and other Collateral received by Lender to the Obligations in accordance with the provisions of the Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them. Each Grantor will perform and comply in all material respects with all of its business obligations in respect of Accounts. Anything herein to the contrary notwithstanding, each of the Grantors shall remain liable under each of its Accounts, contracts and agreements 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 to each such collections on Account or the Accounts terms of such contract or agreement. Lender shall not have any obligation or liability under any Account (or any agreement giving rise thereto), contract or agreement by reason of or arising out of this Agreement or the receipt by Lender of any payment relating to such Account, contract or agreement pursuant hereto, nor shall Lender be obligated in any lawful manner not inconsistent with this Agreement and the other Loan Documents. After an Event of Default shall occur, the Secured Party shall have the authority and right (but not the obligation) to notify any parties obligated on perform any of the Accounts obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto), contract or agreement, to make payment any payment, to make any inquiry as to the Secured Party nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts due which may have been assigned to it or to become due thereunder, and enforce collection of performance under any of the Accounts by suit or otherwise, and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. After an Event of Default and upon request of the Secured Party, the Debtor will, at its own expense, notify any parties obligated on any of the Accounts to make payments to the Secured Party and will hold in trust and immediately forward to the Secured Party all payments received by the Debtor in the form received, with all necessary endorsements thereon for collection by the Secured Party.
(b) If all or any part of the Collateral which it may be entitled at any time consists of Inventory, Accounts, or Chattel Paper, at times. At any time and from time to time after time, Lender shall have the occurrence of an Event of Default hereunder: right, but not the Debtor willobligation, upon the request to make test verifications of the Secured Party, deposit or cause to be deposited to a bank account designated by the Secured Party Accounts in any manner and from which the Secured Party alone has power of access and withdrawal (the "Collateral Account") all checks, drafts, cashthrough any medium that it reasonably considers advisable, and other remittances the Grantors shall furnish all such assistance and information as Lender may reasonably require in payment connection with such test verifications. Upon Lender’s request and at the expense of the Grantors, the Grantors shall cause their independent public accountants or others reasonably satisfactory to Lender to furnish to Lender reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. Lender in its own name or in the name of others may communicate with Account Debtors on account of payment of such Inventorythe Accounts to verify with them to Lender’s reasonable satisfaction the existence, Accounts, or Chattel Paper amount and the cash proceeds terms of any returned goods, the sale or lease of which gave rise to an Account or Chattel Paper (all of the foregoing herein collectively referred to as "Items of Payment"); the Debtor shall deposit the Items of Payment for credit to the Collateral Account within two (2) business days of the receipt thereof, and in precisely the form received, except for the endorsement of the Debtor where necessary to permit the collection of the Items of Payment, which endorsement the Debtor hereby agrees to make; pending such deposit, the Debtor will not commingle any of the Items of Payment with any of its other funds or property but will hold them separate and apart; and the Secured Party may at any from time to time apply the whole or any part of the collected funds credited to the Collateral Account against the Debtor's Obligations or credit such collected funds to a banking account of the Debtor with the Secured Party, the order and method of such application to be in the discretion of the Secured PartyAccounts.
Appears in 1 contract
Accounts, Etc. (ai) Until such time as the Secured Party Each Grantor shall notify the Debtor in writing of the revocation of such power and authority, the Debtor, as agent for the Secured Party, will, at use all commercially reasonable efforts consistent with prudent business practice to cause to be collected from its own expense, diligently collectAccount Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and apply forthwith upon receipt thereof all such amounts as are so collected to the Accounts, including the taking outstanding balance of such action with respect Account. The costs and expenses (including, without limitation, reasonable attorneys’ fees actually incurred) of collection of Accounts incurred by such Grantor or the Administrative Agent shall be borne by the Grantors.
(ii) Upon the occurrence and during the continuance of any Event of Default, each Grantor shall, at the request and option of the Administrative Agent, notify Account Debtors and other Persons obligated on the Accounts or any of the Collateral of the security interest of Administrative Agent in any Account or other Collateral and that payment thereof is to such collection as be made directly to the Secured Party reasonably Administrative Agent, and may request from time to time; provideditself, however, that until if an Event of Default shall occur have occurred and be continuing, without notice to or would occur but demand upon any Grantor, so notify Account Debtors and other Persons obligated on Collateral. After the making of such a request or the giving of any such notification, each Grantor shall hold any proceeds of collection of the Accounts and such other Collateral received by such Grantor as trustee for the passage Administrative Agent without commingling the same with other funds of time, or giving of notice, or both, such Debtor and shall turn the Debtor may use or consume same over to the Administrative Agent in the ordinary course identical form received, together with any necessary endorsements or assignments. The Administrative Agent shall apply the proceeds of collection of the Accounts and other Collateral received by the Administrative Agent to the Obligations in accordance with the provisions of the Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them. The costs and expenses (including, without limitation, reasonable attorneys’ fees actually incurred) of collection of Accounts incurred by such Grantor or the Administrative Agent shall be borne by the Grantors.
(iii) Each Grantor will perform and comply in all material respects with all of its business obligations in respect of Accounts, Instruments and General Intangibles.
(iv) Anything herein to the contrary notwithstanding, each of the Grantors shall remain liable under each of its Accounts, contracts and agreements 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 to each such collections on Account or the Accounts in terms of such contract or agreement. Neither the Administrative Agent nor any lawful manner not inconsistent with this Agreement and the other Loan Documents. After an Event of Default shall occur, the Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto), contract or agreement by reason of or arising out of this Agreement or the authority and right (but not receipt by the obligation) to notify Administrative Agent or any parties obligated on any of the Accounts to make payment to the Secured Party of any amounts due payment relating to such Account, contract or agreement pursuant hereto, nor shall the Administrative Agent or any Secured Party be obligated in any manner to become due thereunder, and enforce collection of performance under perform any of the Accounts by suit obligations of any Grantor under or otherwise, and surrender, release, or exchange all pursuant to any Account (or any part thereofagreement giving rise thereto), contract or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. After an Event of Default and upon request of the Secured Partyagreement, the Debtor will, at its own expense, notify any parties obligated on any of the Accounts to make payments any payment, to make any inquiry as to the Secured Party and will hold in trust and immediately forward nature or the sufficiency of any payment received by it or as to the Secured Party all payments received sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the Debtor in the form received, with all necessary endorsements thereon for collection by the Secured Partypayment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
(bv) If all or any part of the Collateral at any time consists of Inventory, Accounts, or Chattel Paper, at At any time and from time to time after time, the occurrence Administrative Agent shall have the right, but not the obligation, to make test verifications of an the Accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. Upon the Administrative Agent’s request and at the expense of the Grantors, the Grantors shall cause their independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that, so long as no Event of Default hereunder: has occurred and is continuing, the Debtor will, upon Grantors shall only be required to pay for such reports once per fiscal year after the first request of the Secured Party, deposit or cause to be deposited to a bank account designated therefor by the Secured Party Administrative Agent. The Administrative Agent in its own name or in the name of others may communicate with Account Debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and from which the Secured Party alone has power of access and withdrawal (the "Collateral Account") all checks, drafts, cash, and other remittances in payment or on account of payment of such Inventory, Accounts, or Chattel Paper and the cash proceeds terms of any returned goods, the sale or lease of which gave rise to an Account or Chattel Paper (all of the foregoing herein collectively referred to as "Items of Payment"); the Debtor shall deposit the Items of Payment for credit to the Collateral Account within two (2) business days of the receipt thereof, and in precisely the form received, except for the endorsement of the Debtor where necessary to permit the collection of the Items of Payment, which endorsement the Debtor hereby agrees to make; pending such deposit, the Debtor will not commingle any of the Items of Payment with any of its other funds or property but will hold them separate and apart; and the Secured Party may at any from time to time apply the whole or any part of the collected funds credited to the Collateral Account against the Debtor's Obligations or credit such collected funds to a banking account of the Debtor with the Secured Party, the order and method of such application to be in the discretion of the Secured PartyAccounts.
Appears in 1 contract
Accounts, Etc. (ai) Until such time as the Secured Party Each Grantor shall notify the Debtor in writing of the revocation of such power and authority, the Debtor, as agent for the Secured Party, will, at use all commercially reasonable efforts consistent with prudent business practice to cause to be collected from its own expense, diligently collectAccount Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and apply forthwith upon receipt thereof all such amounts as are so collected to the Accounts, including the taking outstanding balance of such action with respect Account. The costs and expenses (including, without limitation, reasonable attorneys’ fees actually incurred) of collection of Accounts incurred by Grantors or the Lender shall be borne by Grantors.
(ii) Upon the occurrence and during the continuance of any Event of Default, Grantors shall, at the request and option of the Lender, notify Account Debtors and other Persons obligated on the Accounts or any of the Collateral of the security interest of Lender in any Account or other Collateral and that payment thereof is to such collection as be made directly to the Secured Party reasonably Lender, and may request from time to time; provideditself, however, that until if an Event of Default shall occur have occurred and be continuing, without notice to or would occur but demand upon Grantors, so notify Account Debtors and other Persons obligated on Collateral. After the making of such a request or the giving of any such notification, Grantors shall hold any proceeds of collection of the Accounts and such other Collateral received by any Grantor as trustee for the passage Lender without commingling the same with other funds of time, or giving of notice, or both, such Debtor and shall turn the Debtor may use or consume same over to the Lender in the ordinary course identical form received, together with any necessary endorsements or assignments. The Lender shall apply the proceeds of collection of the Accounts and other Collateral received by the Lender to the Obligations in accordance with the provisions of the Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them..
(iii) Grantors will perform and comply in all material respects with all of their respective material obligations in respect of Accounts, Instruments and General Intangibles.
(iv) Anything herein to the contrary notwithstanding, Grantors shall remain liable under each of its business Accounts, contracts and agreements 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 to each such collections on Account or the Accounts terms of such contract or agreement. The Lender shall not have any obligation or liability under any Account (or any agreement giving rise thereto), contract or agreement by reason of or arising out of this Agreement or the receipt by the Lender of any payment relating to such Account, contract or agreement pursuant hereto, nor shall the Lender be obligated in any lawful manner not inconsistent with this Agreement and the other Loan Documents. After an Event of Default shall occur, the Secured Party shall have the authority and right (but not the obligation) to notify any parties obligated on perform any of the Accounts obligations of Grantors under or pursuant to any Account (or any agreement giving rise thereto), contract or agreement, to make payment any payment, to make any inquiry as to the Secured Party nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts due which may have been assigned to it or to become due thereunder, and enforce collection of performance under which it may be entitled at any of the Accounts by suit time or otherwise, and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. After an Event of Default and upon request of the Secured Party, the Debtor will, at its own expense, notify any parties obligated on any of the Accounts to make payments to the Secured Party and will hold in trust and immediately forward to the Secured Party all payments received by the Debtor in the form received, with all necessary endorsements thereon for collection by the Secured Partytimes.
(bv) If all or any part of the Collateral at any time consists of Inventory, Accounts, or Chattel Paper, at At any time and from time to time, the Lender shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and Grantors shall furnish all such assistance and information as the Lender may reasonably require in connection with such test verifications. Upon the Lender’s request and at the expense of Grantors, Grantors shall cause their independent public accountants or others reasonably satisfactory to Lender to furnish Lender reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. Lender in its own name or in the name of others may communicate with Account Debtors on the Accounts to verify with them to the Lender’s reasonable satisfaction the existence, amount and terms of any Accounts.
(vi) Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default hereunder: the Debtor willDefault, upon the request of the Secured Party, deposit to require that Grantors enter into a "lockbox" or cause to be deposited to a bank account designated by the Secured Party and from which the Secured Party alone has power of access and withdrawal (the "Collateral Account") all checks, drafts, cash, and other remittances in payment blocked account" arrangement whereby Grantors shall notify any or on account of payment of such Inventory, Accounts, or Chattel Paper and the cash proceeds of any returned goods, the sale or lease of which gave rise to an Account or Chattel Paper (all of the foregoing herein collectively referred account debtors on the Accounts, Chattel Paper or General Intangibles of Grantors, or obligors on any instruments of which Grantors is obligee, all as Lender shall determine, to as "Items of Payment"); the Debtor shall deposit the Items of Payment for credit make payments directly to the Collateral Account within two (2) business days of the receipt thereof, and in precisely the form received, except for the endorsement of the Debtor where necessary to permit the a post office box or address maintained by a collection of the Items of Paymentagent designated by Lender, which endorsement the Debtor hereby agrees collection agent may be Lender, all at Grantors' sole cost and expense, all pursuant to make; pending such deposita "blocked account agreement" in form and substance as required by or as is satisfactory to Lender, the Debtor will not commingle in its sole and absolute discretion. The cost of any of the Items of Payment lockbox or blocked account arrangement whether with any of its other funds or property but will hold them separate and apart; and the Secured Party may at any from time to time apply the whole Lender or any part of the collected funds credited to the Collateral Account against the Debtor's Obligations or credit such collected funds to a banking account of the Debtor with the Secured Party, the order and method of such application to other collection agent shall be in the discretion of the Secured Partypaid by Grantors.
Appears in 1 contract
Accounts, Etc. (ai) Until such time as the Secured Party Each Grantor shall notify the Debtor in writing of the revocation of such power and authority, the Debtor, as agent for the Secured Party, will, at use all commercially reasonable efforts consistent with prudent business practice to cause to be collected from its own expense, diligently collectAccount Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and apply forthwith upon receipt thereof all such amounts as are so collected to the Accounts, including the taking outstanding balance of such action with respect Account. The costs and expenses (including, without limitation, reasonable attorneys’ fees actually incurred) of collection of Accounts incurred by such Grantor or Lender shall be borne by the Grantors.
(ii) Upon the occurrence and during the continuance of any Event of Default, each Grantor shall, at the request and option of Lender, notify Account Debtors and other Persons obligated on the Accounts or any of the Collateral of the security interest of Lender in any Account or other Collateral and that payment thereof is to such collection as the Secured Party reasonably be made directly to Lender, and may request from time to time; provideditself, however, that until if an Event of Default shall occur have occurred and be continuing, without notice to or would occur but for demand upon any Grantor, so notify Account Debtors and other Persons obligated on Collateral. After the passage making of time, such a request or the giving of noticeany such notification, or both, each Grantor shall hold any proceeds of collection of the Accounts and such other Collateral received by such Grantor as trustee for Lender without commingling the same with other funds of such Debtor may use or consume and shall turn the same over to Lender in the ordinary course identical form received, together with any necessary endorsements or assignments. Lender shall apply the proceeds of collection of the Accounts and other Collateral received by Lender to the Obligations in accordance with the provisions of the Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.
(iii) Each Grantor will perform and comply in all material respects with all of its business obligations in respect of Accounts.
(iv) Anything herein to the contrary notwithstanding, each of the Grantors shall remain liable under each of its Accounts, contracts and agreements 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 to each such collections on Account or the Accounts terms of such contract or agreement. Lender shall not have any obligation or liability under any Account (or any agreement giving rise thereto), contract or agreement by reason of or arising out of this Agreement or the receipt by Lender of any payment relating to such Account, contract or agreement pursuant hereto, nor shall Lender be obligated in any lawful manner not inconsistent with this Agreement and the other Loan Documents. After an Event of Default shall occur, the Secured Party shall have the authority and right (but not the obligation) to notify any parties obligated on perform any of the Accounts obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto), contract or agreement, to make payment any payment, to make any inquiry as to the Secured Party nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts due which may have been assigned to it or to become due thereunder, and enforce collection of performance under which it may be entitled at any of the Accounts by suit time or otherwise, and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. After an Event of Default and upon request of the Secured Party, the Debtor will, at its own expense, notify any parties obligated on any of the Accounts to make payments to the Secured Party and will hold in trust and immediately forward to the Secured Party all payments received by the Debtor in the form received, with all necessary endorsements thereon for collection by the Secured Partytimes.
(bv) If all or any part of the Collateral at any time consists of Inventory, Accounts, or Chattel Paper, at At any time and from time to time after time, Lender shall have the occurrence of an Event of Default hereunder: right, but not the Debtor willobligation, upon the request to make test verifications of the Secured Party, deposit or cause to be deposited to a bank account designated by the Secured Party Accounts in any manner and from which the Secured Party alone has power of access and withdrawal (the "Collateral Account") all checks, drafts, cashthrough any medium that it reasonably considers advisable, and other remittances the Grantors shall furnish all such assistance and information as Lender may reasonably require in payment connection with such test verifications. Upon Lender’s request and at the expense of the Grantors, the Grantors shall cause their independent public accountants or others reasonably satisfactory to Lender to furnish to Lender reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. Lender in its own name or in the name of others may communicate with Account Debtors on account of payment of such Inventorythe Accounts to verify with them to Lender’s reasonable satisfaction the existence, Accounts, or Chattel Paper amount and the cash proceeds terms of any returned goods, the sale or lease of which gave rise to an Account or Chattel Paper (all of the foregoing herein collectively referred to as "Items of Payment"); the Debtor shall deposit the Items of Payment for credit to the Collateral Account within two (2) business days of the receipt thereof, and in precisely the form received, except for the endorsement of the Debtor where necessary to permit the collection of the Items of Payment, which endorsement the Debtor hereby agrees to make; pending such deposit, the Debtor will not commingle any of the Items of Payment with any of its other funds or property but will hold them separate and apart; and the Secured Party may at any from time to time apply the whole or any part of the collected funds credited to the Collateral Account against the Debtor's Obligations or credit such collected funds to a banking account of the Debtor with the Secured Party, the order and method of such application to be in the discretion of the Secured PartyAccounts.
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Accounts, Etc. (ai) Until such time as the Secured Party Each Grantor shall notify the Debtor in writing of the revocation of such power and authority, the Debtor, as agent for the Secured Party, will, at use all commercially reasonable efforts consistent with prudent business practice to cause to be collected from its own expense, diligently collectAccount Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and apply forthwith upon receipt thereof all such amounts as are so collected to the Accounts, including the taking outstanding balance of such action with respect Account. The costs and expenses (including, without limitation, reasonable attorneys’ fees actually incurred) of collection of Accounts incurred by Grantors or the Lender shall be borne by Grantors.
(ii) Upon the occurrence and during the continuance of any Event of Default, Grantors shall, at the request and option of the Lender, notify Account Debtors and other Persons obligated on the Accounts or any of the Collateral of the security interest of Lender in any Account or other Collateral and that payment thereof is to such collection as be made directly to the Secured Party reasonably Lender, and may request from time to time; provideditself, however, that until if an Event of Default shall occur have occurred and be continuing, without notice to or would occur but demand upon Grantors, so notify Account Debtors and other Persons obligated on Collateral. After the making of such a request or the giving of any such notification, Grantors shall hold any proceeds of collection of the Accounts and such other Collateral received by any Grantor as trustee for the passage Lender without commingling the same with other funds of time, or giving of notice, or both, such Debtor and shall turn the Debtor may use or consume same over to the Lender in the ordinary course identical form received, together with any necessary endorsements or assignments. The Lender shall apply the proceeds of collection of the Accounts and other Collateral received by the Lender to the Obligations in accordance with the provisions of the Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.
(iii) Grantors will perform and comply in all material respects with all of their respective material obligations in respect of Accounts, Instruments and General Intangibles.
(iv) Anything herein to the contrary notwithstanding, Grantors shall remain liable under each of its business Accounts, contracts and agreements 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 to each such collections on Account or the Accounts terms of such contract or agreement. The Lender shall not have any obligation or liability under any Account (or any agreement giving rise thereto), contract or agreement by reason of or arising out of this Agreement or the receipt by the Lender of any payment relating to such Account, contract or agreement pursuant hereto, nor shall the Lender be obligated in any lawful manner not inconsistent with this Agreement and the other Loan Documents. After an Event of Default shall occur, the Secured Party shall have the authority and right (but not the obligation) to notify any parties obligated on perform any of the Accounts obligations of Grantors under or pursuant to any Account (or any agreement giving rise thereto), contract or agreement, to make payment any payment, to make any inquiry as to the Secured Party nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts due which may have been assigned to it or to become due thereunder, and enforce collection of performance under which it may be entitled at any of the Accounts by suit time or otherwise, and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. After an Event of Default and upon request of the Secured Party, the Debtor will, at its own expense, notify any parties obligated on any of the Accounts to make payments to the Secured Party and will hold in trust and immediately forward to the Secured Party all payments received by the Debtor in the form received, with all necessary endorsements thereon for collection by the Secured Partytimes.
(bv) If all or any part of the Collateral at any time consists of Inventory, Accounts, or Chattel Paper, at At any time and from time to time after time, the Lender shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and Grantors shall furnish all such assistance and information as the Lender may reasonably require in connection with such test verifications. Upon the Lender’s request and at the expense of Grantors, Grantors shall cause their independent public accountants or others reasonably satisfactory to Lender to furnish Lender reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. After the occurrence of an Event of Default hereunder: Default, Lender in its own name or in the Debtor willname of others may communicate with Account Debtors on the Accounts to verify with them to the Lender’s reasonable satisfaction the existence, upon the request of the Secured Party, deposit or cause to be deposited to a bank account designated by the Secured Party amount and from which the Secured Party alone has power of access and withdrawal (the "Collateral Account") all checks, drafts, cash, and other remittances in payment or on account of payment of such Inventory, Accounts, or Chattel Paper and the cash proceeds terms of any returned goodsAccounts.
(vi) Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default, the sale to require that Grantors enter into a “lockbox” or lease of which gave rise to an Account “blocked account” arrangement whereby Grantors shall notify any or Chattel Paper (all of the foregoing herein collectively referred account debtors on the Accounts, Chattel Paper or General Intangibles of Grantors, or obligors on any instruments of which Grantors is obligee, all as Lender shall determine, to as "Items of Payment"); the Debtor shall deposit the Items of Payment for credit make payments directly to the Collateral Account within two (2) business days of the receipt thereof, and in precisely the form received, except for the endorsement of the Debtor where necessary to permit the a post office box or address maintained by a collection of the Items of Paymentagent designated by Lender, which endorsement the Debtor hereby agrees collection agent may be Lender, all at Grantors’ sole cost and expense, all pursuant to make; pending such deposita “blocked account agreement” in form and substance as required by or as is satisfactory to Lender, the Debtor will not commingle in its sole and absolute discretion. The cost of any of the Items of Payment lockbox or blocked account arrangement whether with any of its other funds or property but will hold them separate and apart; and the Secured Party may at any from time to time apply the whole Lender or any part of the collected funds credited to the Collateral Account against the Debtor's Obligations or credit such collected funds to a banking account of the Debtor with the Secured Party, the order and method of such application to other collection agent shall be in the discretion of the Secured Partypaid by Grantors.
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