Common use of Certain Matters Relating to Receivables Clause in Contracts

Certain Matters Relating to Receivables. (a) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) At the Administrative Agent’s request after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Hanover Compressor Co /)

Certain Matters Relating to Receivables. (a) The Administrative Collateral Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and the Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. At any time and from time to time, upon the Collateral Agent’s request and at the expense of the Grantor, the Grantor shall cause independent public accountants or others satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Collateral Agent hereby authorizes each Grantor to collect such the Grantor’s Receivables, and Receivables in the Administrative Agent may curtail manner deemed necessary or terminate said authority at any time after advisable by the occurrence and during the continuance of an Event of DefaultGrantor. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any the Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such the Grantor in the exact form received, duly indorsed by such the Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control (within the meaning of Section 9-104 or Section 9-106 of the Administrative New York UCC) of the Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such the Grantor in trust for the Administrative Agent and Collateral Agent, for the benefit of the Secured Parties, segregated from other funds of such the Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (bc) At the Administrative Collateral Agent’s request after request, the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Credit Agreement (Virgin Mobile USA, Inc.)

Certain Matters Relating to Receivables. (a) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be 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 Administrative Collateral Agent if required, in a Collateral Account maintained under over which the sole dominion and control of the Administrative AgentCollateral Agent has control, subject to withdrawal by the Administrative Collateral Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Secured PartiesCollateral Agent, segregated from other funds of such Grantor. Each After the occurrence and during the continuance of an Event of Default, each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) At the Administrative Collateral Agent’s request request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Rightside Group, Ltd.)

Certain Matters Relating to Receivables. (a) The Administrative Collateral Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. At any time and from time to time, upon the Collateral Agent's request and at the expense of the applicable Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables; provided, and however, the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Secured Parties Lenders only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the Secured PartiesLenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (bc) At the Administrative Collateral Agent’s request after the occurrence and 's request, at any time during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Master Guarantee and Collateral Agreement (Key Energy Group Inc)

Certain Matters Relating to Receivables. (a) After the occurrence and during the continuance of an Enforcement Event, the Collateral Trustee shall have the right, upon prior written notice to the Borrower, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Trustee may reasonably require in connection with such test verifications. At any time after the occurrence and during the continuance of an Enforcement Event, upon the Collateral Trustee’s prior written request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Collateral Trustee to furnish to the Collateral Trustee reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent Collateral Trustee hereby authorizes each Grantor to collect such Grantor’s Receivables, subject, after the occurrence and during the continuance of an Enforcement Event and upon prior written notice to such Grantor, to the Collateral Trustee’s direction and control, and the Administrative Agent Collateral Trustee may curtail or terminate said authority at any time and from time to time after the occurrence and during the continuance of an Enforcement Event. If required in writing by the Collateral Trustee at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of DefaultEnforcement Event, any payments of any Grantor’s Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) At the Administrative Agent’s request after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.such

Appears in 1 contract

Sources: Credit Agreement (General Motors Co)

Certain Matters Relating to Receivables. (ab) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Collateral Agent's direction and control, and the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Secured Parties Lenders and the PBGC only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent Collateral Agent, the Lenders and the Secured PartiesPBGC in accordance with the terms hereof, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (bc) At the Administrative Collateral Agent’s request after the occurrence and during the continuance of an Event of Default's request, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (K&f Industries Inc)

Certain Matters Relating to Receivables. (a) The Administrative Subject to the terms of the Intercreditor Agreement, the Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, Receivables required to be included in Collateral and the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If Subject to the terms of the Intercreditor Agreement, if required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of such Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the other Secured Parties only as provided in Section 6.55.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables required to be included in Collateral shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) At the Administrative Agent’s request after the occurrence and during the continuance of If an Event of DefaultDefault has occurred and is continuing, at the Collateral Agent’s request, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables required to be included in Collateral, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Security Agreement (Global Aviation Holdings Inc.)

Certain Matters Relating to Receivables. (a) The Administrative Collateral --------------------------------------- Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, 's Receivables and the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Secured PartiesCollateral Agent, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) At the Administrative Collateral Agent’s request 's request, at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Edison Mission Energy)

Certain Matters Relating to Receivables. (a) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at At any time after the occurrence and during the continuance of an Event of Default. , upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault under Section 8(a) or 8(f) of the Credit Agreement, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Secured Parties Lenders only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Secured PartiesLenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (bc) At If an Event of Default has occurred and is continuing and at the Administrative Agent’s request after the occurrence and during the continuance of an Event of Defaultrequest, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Standard Aero Holdings Inc.)

Certain Matters Relating to Receivables. (a) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, Receivables and the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event Acceleration Event. Upon written request of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultAcceleration Event, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Secured Parties only as provided in Section 6.55.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each After the occurrence and during the continuance of an Acceleration Event, if requested by the Collateral Agent, each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) [Reserved.] (c) At the Administrative Collateral Agent’s request written request, after the occurrence and during the continuance of an Event of DefaultAcceleration Event, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts. (d) [Reserved.]

Appears in 1 contract

Sources: Credit Agreement (Clarivate Analytics PLC)

Certain Matters Relating to Receivables. (a) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at At any time after the occurrence and during the continuance of an Event of Default. , upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall use commercially reasonable efforts to cause independent public accountants or others satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two three Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Collateral Agent and the other Secured Parties only as provided in Section 6.5, 6.6 and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (bc) At the Administrative Agent’s request after the occurrence and during the continuance of If an Event of DefaultDefault has occurred and is continuing and at the Collateral Agent’s request, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Macquarie Infrastructure CO LLC)

Certain Matters Relating to Receivables. (a) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s ReceivablesReceivables and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation in respect thereof and exercise each right it may have under any Receivable and any such Supporting Obligation, and in each case, at its own expense; provided, however, that the Administrative Agent Collateral Agent, at the direction of the Required Lenders, may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent Collateral Agent, at the direction of the Required Lenders, at any time after the occurrence and during the continuance of an Event of DefaultDefault under Section 8.1(a) or 8.1(f) of the Credit Agreement, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith promptly (and, in any event, within two (2) Business Days) be deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Secured Parties only as provided in Section 6.56.6, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) At the Administrative Agent’s request after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Term Loan Guarantee and Collateral Agreement (Revlon Inc /De/)

Certain Matters Relating to Receivables. (a) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, Receivables and the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by Upon written request of the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be 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 Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Secured Parties only as provided in Section 6.55.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each After the occurrence and during the continuance of an Event of Default, if requested by the Collateral Agent, each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) [Reserved]. (c) At the Administrative Collateral Agent’s request request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: First Lien Pledge and Security Agreement (Powerschool Holdings, Inc.)

Certain Matters Relating to Receivables. At any time after the occurrence and the continuation of an Event of Default: (a) The Administrative Agent [Reserved.] (b) Subject to the Intercreditor Agreement, the Trustee hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Trustee’s direction and control, and the Administrative Agent Trustee may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent Trustee at any time after the occurrence and during the continuance of an Event of DefaultDefault and subject to the Intercreditor Agreement, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent Trustee if required, in a Collateral Account maintained under the sole dominion and control of the Administrative AgentTrustee, subject to withdrawal by the Administrative Agent Trustee for the account of the Secured Parties Holders only as provided in Section 6.56.05, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent Trustee and the Secured PartiesHolders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (bc) At the Administrative AgentTrustee’s request after the occurrence and during the continuance of an Event of Defaultrequest, each Grantor shall deliver to the Administrative Agent Trustee all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Collateral Agreement (Rex Energy Corp)

Certain Matters Relating to Receivables. (a) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) At the Administrative Collateral Agent’s request after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Hanover Compressor Co /)

Certain Matters Relating to Receivables. (a) During the continuance of an Event of Default, the Collateral Agent shall have the right to make test verifications of the Receivables in any reasonable manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. (b) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and provided the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required requested by the Administrative Collateral Agent in writing at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, Grantor (i) shall be forthwith (and, in any event, within two five Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (bc) At the Administrative Collateral Agent’s reasonable request after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent Collateral Agent, to the extent reasonably available, all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Credit Agreement (Teradyne, Inc)

Certain Matters Relating to Receivables. (a) [Reserved]. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s ReceivablesReceivables and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation in respect thereof and diligently exercise each material right it may have under any Receivable and any such Supporting Obligation, and in each case, at its own expense consistent with its reasonable business judgment; provided, however, that the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) be deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Secured Parties only as provided in Section 6.55.4, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (bc) At the Administrative Agent’s request after the occurrence and during the continuance of If an Event of DefaultDefault has occurred and is continuing, at the Agent’s request, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Credit Agreement (Affinion Group, Inc.)

Certain Matters Relating to Receivables. (a) The Administrative Collateral Agent shall have the right, if an Event of Default has occurred and is continuing, at any time to make test verifications of the Receivables in any manner and through any medium that it considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and Receivables required to be included in Collateral; provided that the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, to the fullest extent permitted by applicable law, any payments of such Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two ten (10) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account an account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Secured Parties only as provided in Section 6.5, 4.02 and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables required to be included in Collateral shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (bc) At the Administrative Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables required to be included in Collateral, including, without limitation, all original orders, invoices and shipping receipts. (d) The Collateral Agent in its own name or in the name of others may at any time when an Event of Default has occurred and is continuing, communicate with obligors under the Receivables required to be included in Collateral to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any such Receivables. (e) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, to the fullest extent permitted by applicable law, each Grantor shall notify obligors on the Receivables required to be included in Collateral that such Receivables have been assigned to the Collateral Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (f) Notwithstanding anything herein to the contrary, each Grantor shall remain liable under each of the Receivables required to be included in 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 Agent nor any Secured Party shall have any obligation or liability under any such Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any Secured Party of any payment relating thereto, nor shall the Collateral Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any such Receivable (or any agreement giving rise thereto), 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 (GWG Holdings, Inc.)

Certain Matters Relating to Receivables. (a) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables; provided, and that the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Secured Parties only as provided in Section 6.55, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) At the Administrative Collateral Agent’s request request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables (other than Non-Deliverable Collateral), including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Pledge and Security Agreement (FiberTower CORP)

Certain Matters Relating to Receivables. (a) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at At any time after the occurrence and during the continuance of an Event of Default. , upon the Collateral Agent’s reasonable request at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault under Section 8.1(a) or 8.1(f) of the Credit Agreement, subject to the terms and provisions of the Intercreditor Agreement, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Administrative Agent, the Collateral Agent and the other Secured Parties only as provided in Section 6.5, 6.6 and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent, the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (bc) At the Administrative Agent’s request after the occurrence and during the continuance of If an Event of DefaultDefault has occurred and is continuing and at the Collateral Agent’s request, each Grantor shall deliver deliver, subject to the Administrative terms and provisions of the Intercreditor Agreement, to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, includingincluding all agreements, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Second Lien Guarantee and Collateral Agreement (Engility Holdings, Inc.)

Certain Matters Relating to Receivables. (a) The Administrative Collateral Agent shall have the right, if an Event of Default has occurred and is continuing, at any time to make test verifications of the Receivables in any manner and through any medium that it considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s ReceivablesReceivables required to be included in Collateral; provided, and that, the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, to the fullest extent permitted by applicable law, any payments of such Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two ten (10) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account an account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Secured Parties only as provided in Section 6.5, 4.02 and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables required to be included in Collateral shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (bc) At the Administrative Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables required to be included in Collateral, including, without limitation, all original orders, invoices and shipping receipts. (d) The Collateral Agent in its own name or in the name of others may at any time when an Event of Default has occurred and is continuing, communicate with obligors under the Receivables required to be included in Collateral to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any such Receivables. (e) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, to the fullest extent permitted by applicable law, each Grantor shall notify obligors on the Receivables required to be included in Collateral that such Receivables have been assigned to the Collateral Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (f) Notwithstanding anything herein to the contrary, each Grantor shall remain liable under each of the Receivables required to be included in 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 Agent nor any Secured Party shall have any obligation or liability under any such Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any Secured Party of any payment relating thereto, nor shall the Collateral Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any such Receivable (or any agreement giving rise thereto), 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 (GWG Holdings, Inc.)

Certain Matters Relating to Receivables. (a) 1. At any time while an Event of Default shall have occurred and be continuing, upon the Lender's request and at the expense of the Borrower, the Borrower shall cause independent public accountants or others satisfactory to the Lender to furnish to the Lender reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. 2. The Administrative Agent Lender hereby authorizes each Grantor the Borrower to collect such Grantor’s the Borrower's Receivables, and the Administrative Agent Lender may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent Lender at any time after the occurrence and during the continuance of an Event of Default, any payments of or Receivables, when collected by any Grantorthe Borrower, (i) shall be forthwith (and, in any event, within two Business Days(2) business days) deposited by such Grantor the Borrower in the exact form received, duly indorsed by such Grantor the Borrower to the Administrative Agent Lender if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Agent, Lender subject to withdrawal by the Administrative Agent for the account of the Secured Parties only Lender as provided in Section 6.5V,E hereof, and (ii) until so turned over, shall be held by such Grantor the Borrower in trust for the Administrative Agent and the Secured PartiesLender, segregated from other funds of such Grantorthe Borrower. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) 3. At the Administrative Agent’s request after Lender's request, the occurrence and during the continuance of an Event of Default, each Grantor Borrower shall deliver to the Administrative Agent Lender, and have recorded, all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the then existing Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Security Agreement (STC Broadcasting Inc)

Certain Matters Relating to Receivables. (a) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s 's Receivables, subject to the Collateral Agent's direction and control, including, with respect to any Receivables for which the obligor thereon is a Governmental Authority, any direction to comply with the Assignment of Claims Act of 1940 or such relevant or analogous state law or regulation in respect of such Receivables, and the Administrative Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a the Collateral Account maintained under the sole dominion and control of the Administrative AgentReserve Account, subject to withdrawal by the Administrative Collateral Agent for the account of the Secured Parties only as provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) At the Administrative Collateral Agent’s request after 's request, upon the occurrence and during the continuance of an Event of Default, Default each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Russell Corp)

Certain Matters Relating to Receivables. (a) Upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Collateral Agent may curtail or terminate said authority upon delivery of written notice to such Grantor at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two three Business DaysDays of receipt by such Grantor) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Secured Parties only as provided in Section 6.5, 6.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Collateral Agent and the Secured Parties. Upon the written request of the Collateral Agent, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables the Borrower shall be accompanied by deliver to the Collateral Agent, a report identifying in reasonable detail the nature and source of the payments included in the any such deposit. (bc) At the Administrative Agent’s request after Upon the occurrence and during the continuance of an Event of Default, upon the written request of the Collateral Agent, each Grantor shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, including all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Credit Agreement (Microsemi Corp)

Certain Matters Relating to Receivables. (a) The Administrative Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables's Receivables subject to the Collateral Agent's direction and control, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Administrative Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable and any Supporting Obligation, in each case, at its own expense; provided that the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (ia) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Secured Parties only as provided in Section 6.55.6, and (iib) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) At the Administrative Agent’s request after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Sources: Pledge and Security Agreement (Stratosphere Leasing, LLC)