Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States. (b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt). (c) Whether or not an Event of Default has occurred, any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. (d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to Borrower. (e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets. (f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Women First Healthcare Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B EXHIBIT D hereto and shall not, without thirty (30) calendar days the prior written notice to approval of Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Qualified Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender▇▇▇▇▇▇, Borrower ▇▇▇▇▇▇▇▇ shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s fees, attorneys' fees to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, -------------- without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep commercially reasonable accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably requestrequest (but unless an Event of Default has occurred and is continuing, not more frequently than monthly). In addition, if after the Closing Date, (i) Accounts of Borrower in an aggregate face amount in excess of $25,000 40,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesReceivables and (ii) Borrower has borrowed fifty percent (50%) or more of its Availability and such amount is currently outstanding, then Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence Borrower's knowledge thereof and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender after the occurrence and during the continuance of an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lender’s receipt)upon Borrower's written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower which, prior to the occurrence or continuation of a Default or Event of Default shall not include the right to contact Borrower's customers or account debtors. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): 's representations and warranties under this Agreement) once per calendar quarter prior to the occurrence and continuation of any Default or Event of Default at Borrower's expense, and following the occurrence and continuation of a Default or Event of Default, as often as Lender reasonably shall deem appropriate, all at Borrower's expense:
(i) UCC searches with in the Secretary state of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assetsBorrower's formation; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor)) after the occurrence and during the continuance of an Event of Default, to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Americas Power Partners Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto 3.3(a) and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside from such locations without the continental United Statesprior written consent of Lender, which consent shall not be unreasonably withheld.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys’ fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Loan and Security Agreement (Sunlink Health Systems Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accounts) Borrower will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and Franchise Agreements and all payments and collections thereon thereon, and shall all of the other Collateral, and Borrower will submit such records to Lender on such periodic bases basis as Lender may reasonably request. In additionwill request a sales and collections report for the preceding period, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted form satisfactory to reflect such occurrenceLender. If requested by Lender, Borrower shall will execute and deliver to Lender formal written collateral assignments of all of its Accounts Accounts, Franchise Agreements and leases weekly or daily, which will include all Accounts, Franchise Agreements and leases that are Eligible Receivables monthly as Lender may request, including all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(cb) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall will have the right, at any time during normal business hoursor times hereafter, in the name of Lender, any designee of Lender or Borrower, to verify with any Account Debtor or the obligor under any Franchise Agreements the validity, amount amount, or any other matter relating to any Accounts of Borroweror Franchise Agreement by mail, telephone, telegraph or otherwise. Borrower shall will cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(dc) To expedite collection, Borrower shall will endeavor in the first instance to make collection of its Accounts and Royalties for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing and Franchisees that Accounts that are Eligible Receivables to Borrower that their Accounts and Royalties have been pledged and assigned to Lender and (ii) to collect such Accounts and Royalties directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Collateral Administration. (a) All tangible Except as permitted pursuant to Sections 7.8(a) and 7.8(b), all Collateral (excluding Lockbox Accountsexcept Deposit Accounts and Collateral having an aggregate value of $50,000 or less at any one location) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto 5.4 hereto, which may be amended from time to time, and shall not, without thirty (30) calendar days prior written notice to LenderAgent, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s the Agent's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of LenderAgent, any designee of Lender Agent, or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerthe Collateral. Borrower shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection. Notwithstanding anything in this subsection to the contrary, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender Agent shall have the right at all times after the occurrence and during the continuance continuation of an Event of Default (i) to notify Account Debtors Persons owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender Agent and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to Borrower.
(eb) Prior to the Closing, as As and when determined by Lender Agent in its Permitted Discretion, Lender Agent will perform the searches described in clauses (i) and (ii) below against Borrower and or any Guarantor (the results of which are to be consistent with Borrower’s representations): 's representations and warranties under this Agreement), on a quarterly basis at Borrower's expense, unless an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Agent deems reasonably appropriate at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assetsGuarantors are organized; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each any jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor Guarantors maintain its their respective executive offices, a offices or place of business or assetsmaterial assets to the extent that the UCC would permit a filing in such jurisdiction to attach a security interest in or Lien upon any Collateral. Agent will
(i) upon Borrower's request and at Borrower's expense, provide copies of any such searches to Borrower and (ii) will use a search service with which Agent has a discount arrangement in an effort to minimize the expense of such searches.
(fc) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s Upon Agent's request, Borrower shall immediately deliver to Lender Agent all items for which Lender must receive possession to obtain a perfected security interest Lien and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
(d) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Agent on such periodic bases as Agent may request in its Permitted Discretion. In addition, if Accounts of Borrower in an aggregate face amount in excess of $500,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Billed Receivables or Eligible Unbilled Receivables, Borrower shall notify Agent of such occurrence within two (2) Business Days following its discovery of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. After the occurrence and during the continuation of an Event of Default, and upon Agent's request, Borrower shall execute and deliver to Agent formal written assignments of all of its Accounts weekly or daily as Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto.
(e) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, and to any Account Debtor not remitting to the Blocked Account, to do so promptly, (ii) after the occurrence and during the continuation of an Event of Default, and upon Agent's request, shall provide prompt written notice to each Account Debtor that Agent has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor, and shall direct each Account Debtor to make payments directly to Lender's Concentration Account; and (iii) shall do anything further that may be lawfully required by Agent to secure Agent, for the benefit of itself and Lenders, and to effectuate the intentions of the Loan Documents. Borrower hereby authorizes Agent, for purposes of clause (i) hereof, upon any failure to send such notices and directions within twenty (20) calendar days after the date of this Agreement (or twenty (20) calendar days after the Person becomes an Account Debtor), and for purposes of clause (ii) hereof, promptly following the occurrence and continuation of such Event of Default, to send any and all similar notices and directions to such Account Debtors.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (America Service Group Inc /De)
Collateral Administration. (a) All tangible Except as permitted pursuant to Sections 7.8(a) and 7.8(b), all Collateral (excluding Lockbox Accountsexcept Deposit Accounts and Collateral having an aggregate value of $50,000 or less at any one location) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto 5.4 hereto, which may be amended from time to time, and shall not, without thirty (30) calendar days prior written notice to LenderAgent, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lenderthe Agent’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of LenderAgent, any designee of Lender Agent, or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerthe Collateral. Borrower shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection. Notwithstanding anything in this subsection to the contrary, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender Agent shall have the right at all times after the occurrence and during the continuance continuation of an Event of Default (i) to notify Account Debtors Persons owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender Agent and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to Borrower.
(eb) Prior to the Closing, as As and when determined by Lender Agent in its Permitted Discretion, Lender Agent will perform the searches described in clauses (i) and (ii) below against Borrower and or any Guarantor (the results of which are to be consistent with Borrower’s representations): results
(i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with upon Borrower’s representations request and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event provide copies of Default has occurred and is continuing in which case any such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where to Borrower and/or any Guarantor is incorporated or formed; and (yii) judgment, federal tax lien and corporate and partnership tax lien will use a search service with which Agent has a discount arrangement in an effort to minimize the expense of such searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(fc) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At LenderUpon Agent’s request, Borrower shall immediately deliver to Lender Agent all items for which Lender must receive possession to obtain a perfected security interest Lien and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
(d) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Agent on such periodic bases as Agent may request in its Permitted Discretion. In addition, if Accounts of Borrower in an aggregate face amount in excess of $500,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Billed Receivables or Eligible Unbilled Receivables, Borrower shall notify Agent of such occurrence within two (2) Business Days following its discovery of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. After the occurrence and during the continuation of an Event of Default, and upon Agent’s request, Borrower shall execute and deliver to Agent formal written assignments of all of its Accounts weekly or daily as Agent may request, including all Accounts created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto.
(e) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, and to any Account Debtor not remitting to the Blocked Account, to do so promptly, (ii) after the occurrence and during the continuation of an Event of Default, and upon Agent’s request, shall provide prompt written notice to each Account Debtor that Agent has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor, and shall direct each Account Debtor to make payments directly to Lender’s Concentration Account; and (iii) shall do anything further that may be lawfully required by Agent to secure Agent, for the benefit of itself and Lenders, and to effectuate the intentions of the Loan Documents. Borrower hereby authorizes Agent, for purposes of clause (i) hereof, upon any failure to send such notices and directions within twenty (20) calendar days after the date of this Agreement (or twenty (20) calendar days after the Person becomes an Account Debtor), and for purposes of clause (ii) hereof, promptly following the occurrence and continuation of such Event of Default, to send any and all similar notices and directions to such Account Debtors.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (America Service Group Inc /De)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 100,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Billed Receivables or Eligible Unbilled Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lender’s receipt)upon Borrower's written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor Guarantors (the results of which are to be consistent with Borrower’s representations): 's representations and warranties under this Agreement), all at Borrower's expense, provided that unless an Event of Default has occurred and during the continuance thereof, Borrower shall not pay for more than one such search per calendar quarter:
(i) UCC searches with the Secretary of State of the jurisdiction of organization of Borrower and Guarantor and the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor maintains its Guarantors maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (iiiii) judgment, federal tax lien and corporate and partnership state tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i1) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall, upon the occurrence and during the continuance of an Event of Default, provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor; (iii) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender create and perfect Lender's lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s 's request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Western Express Holdings, Inc.)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B hereto 4.15 and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside from such locations without the continental United Statesprior written consent of Lender, which consent shall not be unreasonably withheld.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following Borrower’s discovery of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. : Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys’ fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding except funds required to be deposited in the Lockbox Accounts) will at all times be kept by Borrower Borrowers at the locations set forth on Schedule 5.18B 5.17B hereto and shall not, without thirty (30) calendar days prior concurrent written notice to Lender, be moved therefrom, therefrom and in any case shall not be moved outside the continental United States.
(b) Borrower Borrowers shall keep accurate and complete records of its their Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably request. In addition, if after After the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and during the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by continuance of an Event of Default, and upon Lender’s request, Borrower Borrowers shall execute and deliver to Lender formal written assignments of all of its their Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of BorrowerBorrowers, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lender’s receipt)Borrowers upon Borrowers’ written request.
(c) Whether or not an Event of Default has occurred, any Any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrowerhours upon reasonable prior notice to Borrowers, to verify the validity, amount or any other matter relating to any Accounts of Borrowers; provided, however, Lender shall provide Borrower with 24 hours prior notice, unless such prior notice is otherwise waived by Borrower, before Lender may visit any of Borrower’s offices or properties or any other place where Collateral is located for the purpose set forth in this Section unless such visit is otherwise permitted hereunder or pursuant to the other Loan Documents; provided, further, upon the occurrence and during the continuance of an Event of Default, Lender shall not be required to give such prior notice to any Borrower. Borrower Borrowers shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower Borrowers other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s attorneys’ fees, to BorrowerBorrowers, and (ii) Medicaid/Medicare Account Debtors that Borrowers have waived any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by Lender to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretion, Lender will shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower Borrowers and any Guarantor Guarantors (the results of which are to be consistent with Borrower’s representations): Borrowers’ representations and warranties under this Agreement), at Borrowers’ reasonable expense: (i) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor maintains its Borrowers maintain their respective executive offices, a place of business or assetsassets or in which they are organized; and (ii) bankruptcy, judgment, federal tax lien federal, state and corporate and partnership local tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower Borrowers (i) shall provide prompt written notice to their current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the appropriate Lockbox AccountAccount as set forth in Section 2.5, and Borrower Borrowers hereby authorizes authorize Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request.
(g) No Accounts or other Collateral shall at any time be in the possession or control of any warehouse, Borrower shall immediately deliver consignee, bailee or any of Borrowers’ agents or processors without prior written notice to Lender all items for which and the receipt by Lender, if Lender must receive possession to obtain a perfected security interest and all noteshas so requested, certificates, and documents of title, Chattel Paper, warehouse receipts, Instrumentsconsignment agreements or bailee lien waivers (as applicable) satisfactory to Lender prior to the commencement of such possession or control. Borrowers shall, upon the request of Lender, notify any such warehouse, consignee, bailee, agent or processor of the security interests and Liens in favor of Lender created pursuant to this Agreement and the Loan Documents, instruct such Person to hold all such Collateral for Lender’s account subject to Lender’s instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for Lender’s benefit.
(h) Each Borrower acknowledges that Lender is authorized to file without the signature of such Borrower one or more UCC financing statements relating to liens on personal property relating to all or any part of the Collateral, which financing statements may list Lender as the “secured party” and such Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Loan Documents (including an indication of the collateral covered by any such financing statement as “all assets” of such Borrower now owned or hereafter acquired), in such jurisdictions as Lender from time to time determines are appropriate, and to file without the signature of such Borrower any continuations of or corrective amendments to any such financing statements, in any such case in order for Lender to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to the Collateral.
(i) Borrowers shall furnish to Lender from time to time any statements and schedules further identifying or describing the Collateral and any other similar instruments constituting Collateralinformation, reports or evidence concerning the Collateral as Lender may reasonably request from time to time.
Appears in 1 contract
Sources: Credit and Security Agreement (Interpace Diagnostics Group, Inc.)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B 5.18 hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 250,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day report due on the fifteenth (15th) day of each month unless an earlier Request for Advance is submitted following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to the Borrower (and in any event within two (2) Business Days of Lender’s receipt)upon Borrower's written request.
(c) Whether or not an Event of Default has occurred, any of the Lender’s 's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to Borrower, and (ii) Medicaid/Medicare Account Debtors that Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to obtain a court order recognizing the assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionreasonable discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor Guarantors (the results of which are to be consistent with Borrower’s representations): 's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor Guarantors maintains its their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assetsbelow.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) upon Lender's request after an Event of Default shall have occurred and be continuing, shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account DebtorsDebtors as set forth on Schedule 2.16 hereto, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s 's request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paperchattel paper, warehouse receipts, Instrumentsinstruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Opticare Health Systems Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except funds required to be deposited in the Controlled Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto secure servers consistent with past practice and shall not, without thirty (30) calendar days prior written notice subject to Lender, be moved therefrom, and in any case shall not be moved outside the continental United Statescustomary cloud subscription agreements.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any Any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or hours upon reasonable prior notice to Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that (i) their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s attorneys’ fees, to Borrower, and (ii) Borrower has waived any and all defenses and counterclaims it may have or could interpose in any action or procedure brought by ▇▇▇▇▇▇ to obtain a court order recognizing the assignment or security interest and lien of Lender in and to any Account or other Collateral.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted DiscretionDiscretion not to exceed once per calendar quarter absent an Event of Default or Lender receiving notice from its UCC monitoring system that a Lien has been filed against Borrower, Lender will shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s reasonable expense: (xi) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor ▇▇▇▇▇▇▇▇ is incorporated or formedorganized; and (yii) bankruptcy, judgment, federal federal, state and local tax lien and corporate and partnership tax lien litigation searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive officesin which such actions, a place of business or assetsLiens may be recorded.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox AccountConcentration Account as set forth in Section 2.5, and Borrower (ii) hereby authorizes Lender▇▇▇▇▇▇, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender ▇▇▇▇▇▇ to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request.
(g) As of the Closing Date, no Person other than the Lender has “control” (as defined in Article 9 of the UCC) over any Controlled Deposit Accounts.
(h) After the occurrence and during the continuance of an Event of Default, Lender may elect to exercise any and all of the rights and remedies of Borrower under the Permits, without any interference from ▇▇▇▇▇▇▇▇, and Borrower shall immediately deliver cooperate in causing the Governmental Authorities, contractors, or purchasers and lessees to Lender comply with all items for which Lender must receive possession to obtain a perfected security interest the terms and all notes, certificates, and documents conditions of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateralthe Licenses.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto or in transit to and from such locations (other than immaterial property, the nature and use of which reasonably requires its location at other sites) and shall not, without thirty twenty (3020) calendar days prior written notice to Lender, be moved therefromtherefrom (other than to another such location), and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 10,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender upon or at any time after the occurrence and during the continuation of an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to the Borrower (and in any event within two (2) Business Days of Lenderupon Borrower’s receipt)written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process. Unless a Default or Event of Default exists and is continuing, (i) Lender shall not charge Borrower more than four (4) times per calendar year for such verification processes and (ii) Lender shall give Borrower reasonable notice before commencing such verification processes.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Guarantors, all at Borrower’s representations): expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of each Borrower and Guarantor and the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor Guarantors maintains its their respective executive offices, a place of business or assets; and (ii) lien searches with the United States Patent and Trademark Office and the Untied States Copyright Office; and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, So long as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a no Default or an Event of Default has occurred and is continuing in which case exists, Borrower shall only be required to pay for four (4) such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or in any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assetscalendar year.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall upon the occurrence and during the continuation of an Event of Default, provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor, and upon any failure to send such notices, Borrower hereby authorizes Lender to send any and all similar notices to such Account Debtors, (iii) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender create and perfect Lender’s lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately promptly deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (World Health Alternatives Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts, and finished goods and inventory disposed of or held in the possession of Borrower's distributors and field service personnel or held on consignment in connection with clinical trials being conducted by or on Borrower's behalf or utilized in trade shows, all being in the normal course of Borrower's business) will shall at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B hereto 4.15 and shall not, not be moved from such locations without thirty (30i) calendar days providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, be moved therefrom, and in any case which consent shall not be moved outside the continental United Statesunreasonably withheld.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Qualified Accounts of Borrower in an aggregate face amount in excess of $25,000 500,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first within three (3) Business Day Days following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender on the occurrence of an Event of Default or any event which with the giving of notice of lapse of time or both would constitute an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or Borrower, on prior notice to Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept the Depository Account) will at all times be kept by the applicable Borrower at the locations its principal office(s) as set forth on Schedule 5.18B hereto 4.15 hereto, or at the applicable Facility or Property (as the case may be), and shall not, without thirty (30) calendar days the prior written notice to approval of Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its If Qualified Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, the Accounts Receivable Borrower shall notify Lender of such occurrence on the first third Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).31
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, any designee of Lender or the Borrower, to verify the validity, amount or any other matter relating to any Accounts of Accounts Receivable Borrowers by mail, telephone, telegraph or otherwise (provided, however, Lender agrees that prior to the occurrence of an Event of Default, Lender agrees to verify any such matter in the name of the Parent or the applicable Accounts Receivable Borrower). Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, the Accounts Receivable Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to the Accounts Receivable Borrower.
(e) Prior . Notwithstanding the foregoing, Lender and Borrower acknowledge and agree that the Accounts Receivable Collateral is subject to the Closing, as Subordination Agreement by and when determined by Lender in its Permitted Discretionamong Meditrust, Lender will perform and the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assetsAccounts Receivable Borrowers.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep commercially reasonable accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably requestrequest (but unless an Event of Default has occurred and is continuing, not more frequently than monthly). In addition, if after the Closing Date, (i) Accounts of Borrower in an aggregate face amount in excess of $25,000 40,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesReceivables and (ii) Borrower has borrowed fifty percent (50%) or more of its Availability and such amount is currently outstanding, then Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence Borrower’s knowledge thereof and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender after the occurrence and during the continuance of an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lenderupon Borrower’s receipt)written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower which, prior to the occurrence or continuation of a Default or Event of Default shall not include the right to contact Borrower’s customers or account debtors. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): representations and warranties under this Agreement) once per calendar quarter prior to the occurrence and continuation of any Default or Event of Default at Borrower’s expense, and following the occurrence and continuation of a Default or Event of Default, as often as Lender reasonably shall deem appropriate, all at Borrower’s expense: (i) UCC searches with in the Secretary state of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assetsBorrower’s formation; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor)) after the occurrence and during the continuance of an Event of Default, to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Americasdoctor Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B hereto SCHEDULE 4.15 and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside from such locations without the continental United Statesprior written consent of Lender, which consent shall not be unreasonably withheld or delayed.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 200,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefromtherefrom unless Lender has entered into the necessary documents to perfect and enforce its security interest therein at such new location, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 30,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If Following the occurrence and during the continuance of an Event of Default, if requested by Lender, Borrower shall execute and deliver to Lender formal written assignments (or, in the case of Medicaid/Medicare Account Debtors, documents necessary to comply with the Federal Assignment of Claims Act) of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lender’s receipt)upon Borrower's written request.
(c) Whether Following an occurrence or not during the continuance of an Event of Default has occurredDefault, any of Lender’s 's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to Borrower, and (ii) Medicaid/Medicare Account Debtors that Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion but not more often than four (4) times per year prior to the occurrence and continuance of an Event of Default, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor Guarantors (the results of which are to be consistent with Borrower’s representations): 's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of each Borrower and Guarantor and the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor maintains its Guarantors maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (iiiii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender create and perfect Lender's lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s 's request, Borrower shall immediately deliver or make arrangements to deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Millstream Acquisition Corp)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower Borrowers at the locations their respective principal office(s) as set forth on Schedule 5.18B hereto 4.15(a) or at the principal office of Ensign Facility Services, Inc. as set forth on Schedule 4.15(a) and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside from such locations without the continental United Statesprior written consent of Lender, which consent shall not be unreasonably withheld.
(b) Each Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 100,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise (excepting those Accounts which become ineligible merely by reason of their age, Borrower for which no such notification is required), Borrowers shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender after the occurrence and during the continuation of an Event of Default, Borrower shall execute and deliver to Lender weekly formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestAccounts, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or BorrowerBorrowers, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower Borrowers shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, each Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and actual expenses, including reasonable attorney’s attorneys’ fees, to BorrowerBorrowers.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule SCHEDULE 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to LenderAgent, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender Agent on such periodic bases as Lender Agent may reasonably request. In addition, if after the Closing Date, Borrower has actual knowledge that Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender Agent of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent after an Event of Default, Borrower shall execute and deliver to Lender Agent formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender Agent may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, Borrower but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lender’s receipt)upon Borrower's written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s the Agent's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of LenderAgent, any designee of Lender Agent or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for LenderAgent, for the account of Lenders. Lender Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) and after written notice to Borrower to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender Agent, for the benefit of itself and (ii) Lenders, and to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender Agent in its Permitted Discretion, Lender Agent will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor Guarantors (the results of which are to be consistent with Borrower’s representations): 's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor maintains its Guarantors (A) are organized and (B) maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Agent has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox AccountAccount (unless such notices have already been sent), and Borrower hereby authorizes LenderAgent and/or Lenders, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Agent and/or any Lender to secure Lender Agent, for the benefit of itself and Lenders, and effectuate the intentions of the Loan Documents. At Lender’s Agent's request, Borrower shall immediately deliver to Lender Agent all items for which Lender Agent must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paperchattel paper, warehouse receipts, Instrumentsinstruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Gardenburger Inc)
Collateral Administration. (a) The Grantors shall maintain and pay for insurance upon all Collateral, wherever located, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks in such amounts (subject to current deductibles of $250,000) and with such insurance companies as are reasonably satisfactory to the Collateral Agent. All tangible proceeds payable under each such policy shall be payable to, if the Fleet Facility Debt is outstanding, to the Fleet Facility Agent for application in accordance with the Fleet Facility Documents, and otherwise to the Collateral (excluding Lockbox Accounts) will at all times be kept by Borrower at Agent for application to the locations set forth on Schedule 5.18B hereto and Obligations. The Grantors shall notdeliver the originals or certified copies of such policies to the Collateral Agent with lender's loss payable endorsements reasonably satisfactory to the Collateral Agent, without thirty (30) calendar naming the Collateral Agent as a lender's loss payee, mortgagee, assignee or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days prior written notice to Lender, be moved therefrom, the Collateral Agent in the event of cancellation of the policy for any reason whatsoever and in any case a clause specifying that the interest of the Collateral Agent shall not be moved outside impaired or invalidated by any act or neglect of any Grantor or the continental United Statesowner of the Property or by the occupation of the premises for purposes more hazardous than are permitted by said policy. If any Grantor fails to provide and pay for such insurance, the Collateral Agent may, at its option, but shall not be required to, procure the same and charge the Grantors therefor. The Grantors agree to deliver to the Collateral Agent, promptly as rendered, true copies of all reports made in any reporting forms to insurance companies relating to the Collateral. For so long as no Event of Default exists, the Grantors shall have the right to settle, adjust and compromise any claim with respect to any insurance maintained by the Grantors provided that all proceeds thereof relating to the Collateral are applied in the manner specified in this Security Agreement. At any time that an Event of Default exists and if the Fleet Facility Debt is paid in full, only the Collateral Agent shall be authorized to settle, adjust and compromise claims relating to the Collateral, the Collateral Agent shall have all rights and remedies with respect to such policies of insurance as are provided for in this Security Agreement and the other Operative Agreements; provided, that the Collateral Agent shall use reasonable efforts to consult with the Grantors regarding such settlement, adjustment or compromise but shall have no liability to the Grantors for the Collateral Agent 's failure to do so.
(b) Borrower Any proceeds of insurance referred to in this Section and any condemnation awards that are paid to the Collateral Agent in connection with a condemnation of any of the Collateral shall be paid, if the Fleet Facility Debt is outstanding, to the Fleet Facility Agent, and otherwise to the Collateral Agent, provided that if such proceeds are received by the Collateral Agent and if so requested by the Grantors in writing within five (5) days after the Collateral Agent's receipt of such proceeds and if no Default or Event of Default exists, the Grantors may apply such proceeds to repair or replace damaged or destroyed Equipment or Real Estate so long as (1) such repair or replacement is promptly undertaken and concluded, (2) replacements of buildings are constructed on the sites of the original casualties and are of comparable size, and quality and utility to the destroyed buildings, (3) the repaired or replaced Property is at all times free and clear of Liens other than Permitted Liens that are not Purchase Money Liens, (4) the Grantors comply with such disbursement procedures for such proceeds as the Collateral Agent may reasonably impose for repair or replacement, and (5) the amount of proceeds from any single casualty affecting Equipment or Real Estate does not exceed $5,000,000.
(c) All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes imposed under any Applicable Law on any of the Collateral or in respect of the sale thereof, and all other payments required to be made by the Collateral Agent or the Purchasers to any Person to realize upon any Collateral shall be borne and paid by the Grantors. Neither the Collateral Agent nor any Purchaser shall be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto (except for reasonable care in the custody thereof while any Collateral is in the Collateral Agent's or such Purchaser's actual possession) or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other Person whomsoever, but the same shall be at the Grantors' sole risk.
(d) Subject to other provisions hereof and as may be commercially reasonable, the Grantors shall at all times defend its title to the Collateral and shall in all events defend the Collateral Agent's Liens therein against all Persons and all claims and demands whatsoever other than holders of Permitted Liens.
(e) The Grantors shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender the Collateral Agent on such periodic bases basis as Lender may the Collateral Agent shall request a sales and collections report for the preceding period, in form satisfactory to the Collateral Agent. The Grantors shall also provide to the Collateral Agent on or before the 20th day of each month a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, face value and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon the Collateral Agent's request therefor, customer addresses, dates of invoices, copies of proof of delivery and a copy of all documents, including repayment histories and present status reports relating to the Accounts so scheduled and such other matters and information relating to the status of then existing Accounts as the Collateral Agent shall reasonably request. In additionUpon the Collateral Agent's request therefor, if after the Closing DateGrantors shall deliver to the Collateral Agent copies of invoices or invoice registers related to all of its Accounts.
(f) If any Grantor grants any discounts, Accounts allowances or credits that are not shown on the face of Borrower in an aggregate face amount the invoice for the Account involved, the Grantors shall report such discounts, allowances or credits, as the case may be, to the Collateral Agent as part of the next required Schedule of Accounts. If any amounts due and owing in excess of $25,000 become ineligible because they fall within one 500,000 are in dispute between the Grantors and any Account Debtor, or if any returns are made in excess of $500,000 with respect to any Accounts owing from an Account Debtor, the Grantors shall provide the Collateral Agent with written notice thereof at the time of submission of the specified categories next Schedule of ineligibility set forth Accounts, explaining in detail the definition of Eligible Receivablesreason for the dispute or return, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence all claims related thereto and the Borrowing Base amount in controversy. Upon and after the occurrence of an Event of Default and if the Fleet Facility Debt has been paid in full and the commitments thereunder terminated, the Collateral Agent shall thereupon be adjusted have the right to reflect settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of any Accounts comprising a part of the Collateral upon such occurrence. If requested by Lenderterms and conditions as the Collateral Agent may deem advisable, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestcharge the deficiencies, costs and expenses thereof, including all Accounts that are Eligible Receivables created since attorneys' fees, to the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt)Grantors.
(cg) If an Account of the Grantors includes a charge for any Taxes payable to any Governmental Entity, the Collateral Agent is authorized in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the Grantors and to charge the Grantors therefor; provided, however, that the Collateral Agent shall not be liable for any Taxes that may be due by the Grantors.
(h) Whether or not a Default or an Event of Default has occurredexists, any of Lender’s officers, employees, representatives or agents the Collateral Agent shall have the right, right at any time during normal business hourstime, in the name of Lenderthe Collateral Agent, any designee of Lender the Collateral Agent or Borrower, Grantors to verify the validity, amount or any other matter relating to any Accounts of Borrowerthe Grantors by mail, telephone, telegraph or otherwise. Borrower The Grantors shall cooperate fully with Lender the Collateral Agent in an effort to facilitate and promptly conclude any such verification process.
(di) To expedite collection, Borrower the Grantors shall endeavor in the first instance after the Fleet Facility Debt has been paid in full and the commitments thereunder terminated to make collection of its the Grantors' Accounts for Lenderthe Collateral Agent. Lender All monies received from such collection by the Grantors in respect of its Accounts, together with the proceeds of any other Collateral, shall have be held by the Grantors as trustee of an express trust for the Collateral Agent's benefit and shall immediately deposit same in kind into a Deposit Account. If the Fleet Facility Debt has been paid in full and the commitments thereunder terminated, the Collateral Agent shall retain the right at all times after the occurrence and during the continuance of a Default or an Event of Default (i) to notify Account Debtors owing Accounts of the Grantors that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender the Collateral Agent and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual to the Grantors the collection costs and expenses, incurred by the Collateral Agent, including reasonable attorney’s attorneys' fees, to Borrower.
(ej) Prior The Grantors shall keep accurate and complete records of its Inventory and shall furnish the Collateral Agent inventory reports respecting such Inventory in form and detail satisfactory to the ClosingCollateral Agent at such times as the Collateral Agent may request, but so long as no Default or Event of Default exists, no more frequently than once each week. The Grantors shall, at the Grantors' expense, conduct a physical inventory no less frequently than annually and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be periodic cycle counts consistent with Borrower’s representations): (i) UCC searches the Grantors' historical practices and shall provide to the Collateral Agent a report based on each such physical inventory and cycle count promptly thereafter, together with such supporting information as the Secretary of State Collateral Agent shall request. The Collateral Agent may participate in and local filing officesobserve each physical count or inventory, as necessary, of each jurisdiction where Borrower and/or which participation shall be at the Grantors' expense at any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or time that an Event of Default has occurred exists.
(k) The Grantors shall not return any of its Inventory to a supplier or vendor thereof, or any other Person, whether for cash, credit against future purchases or then existing payables, or otherwise, unless (i) such return is in the Ordinary Course of Business of the Grantors and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: Person; (xii) UCC searches with the Secretary no Default or Event of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated Default exists or formedwould result therefrom; and (yiii) judgmentif the Fleet Facility Debt has been paid in full and the commitments thereunder terminated, federal tax lien and corporate and partnership tax lien searches, any payments received by the Grantors in each jurisdiction where Borrower and/or connection with any Guarantor maintain its respective executive offices, a place of business or assetssuch return are promptly turned over to the Collateral Agent for application to the Obligations.
(fl) Borrower The Grantors shall keep accurate records itemizing and describing the kind, type, quality, quantity and cost of its Equipment and all dispositions made in accordance with Section 5(n) hereof, and shall furnish the Collateral Agent with a current schedule containing the foregoing information on at least an annual basis and more often if requested by the Collateral Agent. Promptly after request therefor by the Collateral Agent, the Grantors shall deliver to the Collateral Agent any and all evidence of ownership, if any, of any of the Equipment.
(m) The Grantors will not sell, lease or otherwise dispose of or transfer any of the Equipment or any part thereof without the prior written consent of the Collateral Agent; provided, however, that the foregoing restriction shall not apply, for so long as no Default or Event of Default exists, to (i) shall direct each Account Debtor to make payments dispositions of Equipment which, in the aggregate during any consecutive 12 month period, has a fair market value or book value, whichever is more, of $250,000 or less, provided that all net Proceeds thereof, if the Fleet Facility Debt has been paid in full and the commitments thereunder terminated, are remitted to the appropriate Lockbox AccountCollateral Agent for application to the Obligations, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) replacements of Equipment that are substantially worn, damaged or obsolete with Equipment of like kind, function and value, provided that the replacement Equipment shall provide prompt be acquired prior to or concurrently with any disposition of the Equipment that is to be replaced, the replacement Equipment shall be free and clear of Liens other than Permitted Liens, and the Grantors shall have given the Collateral Agent at least 10 days prior written notice to its current bank to transfer of such disposition.
(n) The Equipment is in good operating condition and repair, and all itemsnecessary replacements of and repairs thereto shall be made so that the value and operating efficiency of the Equipment shall be maintained and preserved, collections reasonable wear and remittances tear excepted and unless the Grantors shall have determined in the Lockbox Accounts exercise of their reasonable business judgment that nay piece of Equipment is no longer needed in their business. The Grantors will not permit any of the Equipment to become affixed to any real Property leased to the Concentration Account, (iii) after Grantors so that an interest arises therein under the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions real estate laws of the Loan Documents. At Lender’s request, Borrower shall immediately deliver applicable jurisdiction unless the landlord of such real Property has executed a Landlord Waiver in favor of and in form acceptable to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificatesthe Collateral Agent, and documents the Grantors will not permit any of title, Chattel Paper, warehouse receipts, Instruments, and the Equipment to become an accession to any other similar instruments constituting Collateralpersonal Property that is subject to a Lien unless the Lien is a Permitted Lien.
Appears in 1 contract
Sources: Security Agreement (Dixie Group Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefromtherefrom unless Lender has entered into the necessary documents to perfect and enforce its security interest therein at such new location, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 30,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If Following the occurrence and during the continuance of an Event of Default, if requested by Lender, Borrower shall execute and deliver to Lender formal written assignments (or, in the case of Medicaid/Medicare Account Debtors, documents necessary to comply with the Federal Assignment of Claims Act) of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lender’s receipt)upon Borrower's written request.
(c) Whether Following an occurrence or not during the continuance of an Event of Default has occurredDefault, any of Lender’s 's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts or Inventory of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to Borrower, and (ii) Medicaid/Medicare Account Debtors that Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion but not more often than four (4) times per year prior to the occurrence and continuance of an Event of Default, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor Guarantors (the results of which are to be consistent with Borrower’s representations): 's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of each Borrower and Guarantor and the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor maintains its Guarantors maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (iiiii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender create and perfect Lender's lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s 's request, Borrower shall immediately deliver or make arrangements to deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Millstream Acquisition Corp)
Collateral Administration. (a) All tangible data and other information relating to Accounts or other intangible Collateral (excluding Lockbox Accounts) will shall at all times be kept by Borrower each Secured Credit Party at the locations its principal office(s) as set forth on Schedule 5.18B hereto the Information Certificate and shall not, not be moved from such locations without thirty (30i) calendar days providing prior written notice to Lender, be moved therefromAgent, and in any case (ii) obtaining the prior written consent of Agent, which consent shall not be moved outside the continental United Statesunreasonably withheld.
(b) Borrower shall, and shall cause each Secured Credit Party to, keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender Agent on such periodic bases basis as Lender may reasonably requestAgent shall request a sales and collections report for the preceding period, in form satisfactory to Agent. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 500,000 for any single Account Debtor become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesAccounts or otherwise, Borrower shall notify Lender Agent of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s Agent's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Agent or any designee of Lender Agent or Borrowerthe Secured Credit Parties, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, but not limited to, verification of Borrowereach Secured Credit Party's or Managed Practice's compliance with applicable laws, regulations and ordinances. Borrower shall, and shall cause each Secured Credit Party to, cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the affairs of the Secured Credit Parties or Managed Practices, all of which contacts Borrower and the other Secured Credit Parties hereby irrevocably authorize. Prior to an Event of Default, Agent shall consult and cooperate with Borrower in exercising rights under this paragraph.
(d) To expedite collection, Borrower shall, and shall cause each Secured Credit Party to, endeavor in the first instance to make collection of its Accounts for LenderAgent. Lender So long as there is Revolving Loan Outstandings and upon and during the continuation of an Event of Default, Agent shall have the right at all times any time to notify Account Debtors (subject to applicable law regarding Governmental Account Debtors) that Accounts have been assigned to Agent and, after the occurrence and during the continuance continuation of an Event of Default (i) to notify that payment of such Accounts shall be made directly by such Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have Agent (and once such notice/instruction has been assigned given to Lender and (ii) an Account Debtor, no Credit Party shall give any contrary instructions to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to BorrowerAccount Debtor without Agent's prior written consent).
(e) Prior to Borrower shall bear the Closingrisk of loss on all Collateral, as and when determined by Lender regardless of whether such Collateral is in its Permitted Discretionthe possession or control of Borrower, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing officesanother Secured Credit Party, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive officesAgent, a place of business bailee or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assetsother Person.
(f) Borrower (i) shall direct Agent is hereby authorized to file financing statements naming each Account Debtor to make payments Secured Credit Party as debtor, in accordance with the UCC, and if necessary, to the appropriate Lockbox Accountextent applicable, and Borrower to otherwise file financing statements without such Secured Credit Party's signature if permitted by law. Each Credit Party hereby authorizes LenderAgent to file all financing statements and amendments to financing statements describing the Collateral in any filing office as Agent, upon any failure in its discretion may determine. Each Secured Credit Party agrees to send such notices comply with the requirements of all federal and directions within ten (10) calendar days after the date state laws and requests of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), Agent in order for Agent to send any have and all similar notices maintain a valid and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances perfected first security interest in the Lockbox Accounts Collateral including, without limitation, executing and causing any other person to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to execute such Account Debtor and (iv) shall do anything further that documents as Agent may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession require to obtain control (as defined in the UCC) over all deposit accounts, electronic chattel paper, letter of credit rights, commercial tort claims and investment property. By joining in the Financing Documents as a perfected security interest and all notesSecured Credit Party, certificates, and documents each Secured Credit Party specifically joins in this Section as if this Section were a part of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateraleach Financing Document executed by the Secured Credit Party.
Appears in 1 contract
Sources: Credit Agreement (Radiologix Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably requestrequest in its Permitted Discretion. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 10,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lender’s receipt)upon Borrower's written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives or agents shall have the right, at any time during normal business hourshours and, upon reasonable advanced notice to Borrower if no Event of Default has occurred and is continuing, in the name of Lender, any designee of Lender or Borrower, to review the books and records of Borrower to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor Guarantors (the results of which are to be consistent with Borrower’s representations): 's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor Guarantors maintains its their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days Business Days after the date of this Agreement (or ten (10) calendar days Business Days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s 's request, Borrower shall immediately deliver to Lender all the following items for which Lender must receive possession to obtain a perfected security interest and interest: all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Derma Sciences Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B 4.15 hereto and ------------- shall not, without thirty (30) calendar days the prior written notice to approval of Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after upon the occurrence of and during the continuance existence of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Healthcor Holdings Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B hereto 4.15 and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside from such locations without the continental United Statesprior written consent of Lender, which consent shall not be unreasonably withheld.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably shall request, but not more often than monthly, a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following the date it became aware of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may request(or more frequently upon and during the continuance of an Event of Default), including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Rockwell Medical Technologies Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B of the Disclosure Letter hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 20,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to the Borrower (and in any event within two (2) Business Days of Lenderupon Borrower’s receipt)written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor Guarantors (the results of which are to be consistent with Borrower’s representations): representations and warranties under this Agreement), all at Borrower’s expense: (i) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor Guarantors maintains its their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Access Worldwide Communications Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B 4.15 hereto and shall not, without thirty (30) calendar days the prior written notice to approval of Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence (or immediately upon Borrower's preparation of a monthly aging schedule if the reason for ineligibility is that the Account has remained unpaid for longer than the applicable period for Qualified Accounts), and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s fees, attorneys' fees to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Raintree Healthcare Corp)
Collateral Administration. (a) All tangible Collateral (excluding except funds required to be deposited in the Lockbox AccountsAccount) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B 5.17B hereto and shall not, without thirty (30) calendar days prior concurrent written notice to Lender, be moved therefrom, therefrom and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably request. In addition, if after After the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and during the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by continuance of an Event of Default, and upon Lender’s request, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (upon Borrower’s written request, and in any event within two (2) Business Days such return of Lender’s receipt)excess funds shall not be deemed to be an Advance.
(c) Whether or not an Event of Default has occurred, any Any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or hours upon reasonable prior notice to Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s attorneys’ fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretion, Lender will shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): representations and warranties under this Agreement), on a quarterly basis at Borrower’s reasonable expense, unless an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems appropriate, at Borrower’s expense: (i) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assetsassets or in which they are organized; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the appropriate Lockbox AccountAccount as set forth in Section 2.5, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully required and reasonably required requested by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately promptly deliver to Lender all items for which Lender must receive possession or control to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Credit and Security Agreement (Selway Capital Acquisition Corp.)
Collateral Administration. (a) All tangible Borrower shall cause all Collateral (excluding Lockbox except Deposit Accounts) will at all times to be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved remove or permit the removal therefrom, and in any case shall not be moved move any Collateral outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 75,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lenderupon Borrower’s receipt)written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hourshours upon reasonable notice, (except upon the occurrence and during the continuance of an Event of Default, in which event no such notice shall be required) in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate all at Borrower’s expense: (xi) UCC searches with the Secretary of State of the jurisdiction of organization of Borrower and Guarantor and the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor is incorporated maintain their respective executive offices, a place of business or formedassets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (yiii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assetssearched under clause (i) above.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender create and perfect Lender’s lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Credit and Security Agreement (Ventures National Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B 4.15 hereto and shall not, without thirty (30) calendar days the prior written notice to approval of Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 250,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Intensiva Healthcare Corp)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B hereto 4.15 and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside from such locations without the continental United Statesprior written consent of Lender, which consent shall not be unreasonably withheld.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its the reasonable and actual collection costs and expenses, ,including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower Purchaser at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to LenderSeller, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower Purchaser shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender Seller on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender Seller may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of LenderSeller’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of LenderSeller, any designee of Lender Seller or BorrowerPurchaser, to verify the validity, amount or any other matter relating to any Accounts of BorrowerPurchaser. Borrower Purchaser shall cooperate fully with Lender Seller in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower subject to the terms of the Master Subordination Agreement, Purchaser shall endeavor in the first instance to make collection of its Accounts for LenderSeller. Lender Subject to the terms of the Master Subordination Agreement, Seller shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower Purchaser that their Accounts have been assigned to Lender Seller and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to BorrowerPurchaser.
(e) Prior to the Closing, as As and when determined by Lender Seller in its Permitted Discretionsole discretion, Lender Seller will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor Purchaser (the results of which are to be consistent with BorrowerPurchaser’s representations): representations and warranties under this Agreement), all at Purchaser’s expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of Purchaser and the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor maintains its Purchaser maintain their respective executive offices, a place of business or assets; and (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office;and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower Upon notice from Seller that the Master Subordination Agreement has been terminated, Purchaser (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Seller has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower Purchaser hereby authorizes LenderSeller, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender Seller to secure Lender create and perfect Seller’s lien on any collateral and effectuate the intentions of the Loan Acquisition Documents. At Lender’s requestUpon notice from Seller that the Master Subordination Agreement has been terminated, Borrower Purchaser shall immediately deliver to Lender Seller all items for which Lender Seller must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral (collectively, “Control Collateral”). Until such time as the Master Subordination Agreement has terminated, all Control Collateral shall be held by CapitalSource for the benefit of Seller for the purpose of perfecting Seller’s security interest therein. Concurrently with the termination of the Master Subordination Agreement, CapitalSource shall deliver all Control Collateral to Seller.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding except funds required to be deposited in the Lockbox Accounts) will at all times be kept by Borrower at the locations (including warehouses) set forth on Schedule 5.18B 5.18 hereto and shall not, without thirty (30) calendar days prior concurrent written notice to Lender, be moved therefrom, therefrom and in any case shall not be moved outside the continental United StatesStates or Canada, as applicable.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably request. In addition, if after After the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and during the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by continuance of an Event of Default, and upon Lender’s request, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lenderupon Borrower’s receipt)written request.
(c) Whether or not an Event of Default has occurred, any Any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or hours upon reasonable prior notice to Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s attorneys’ fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretion, Lender will shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s reasonable expense: (xi) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain maintains its respective executive offices, a place of business or assetsassets or in which they are organized; and (ii) judgment and federal, state and local tax lien searches, in each jurisdiction searched under clause (i) above.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the appropriate Lockbox AccountAccount as set forth in Section 2.5, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents.
(g) As of the Closing Date, except as disclosed on Schedule 5.3, no Borrower has any ownership interest in any Chattel Paper (as defined in Article 9 of the UCC), letter of credit rights, commercial tort claims, Instruments, documents or investment property (other than equity interests in any Subsidiaries of such Borrower disclosed on Schedule 5.3) and Borrowers shall give notice to Lender promptly (but in any event not later than the delivery by Borrowers of the next Borrowing Certificate required pursuant to Section 2.4 above) upon the acquisition by any Borrower of any such Chattel Paper, letter of credit rights, commercial tort claims, Instruments, documents, investment property. At No Person other than any Lender has “control” (as defined in Article 9 of the UCC) over any Deposit Account, investment property (including Securities Accounts and commodities account), letter of credit rights or electronic chattel paper in which any Borrower has any interest (except for such control arising by operation of law in favor of any bank or securities intermediary or commodities intermediary with whom any Deposit Account, Securities Account or commodities account of Borrowers is maintained).
(h) Borrowers will conduct a physical count of the Inventory at the locations which contain Eligible Inventory at least once per year and at such other times as Lender requests, and Borrowers shall provide to Lender a written accounting of such physical count in form and substance satisfactory to Lender. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports in form and substance and from appraisers reasonably satisfactory to Lender stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries.
(i) In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports, at the Borrower’s requestexpense, in form and substance and from appraisers reasonably satisfactory to Lender stating the then current Orderly Liquidation Values, as required by the Lender, and fair market values of all or any portion of Inventory, Intellectual Property and furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.
(j) Borrowers shall immediately not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor, or allow any credit or discount thereon (other than adjustments, settlements, compromises, credits and discounts in the ordinary course of business, made while no Default exists and in amounts which are not material with respect to the Account and which, after giving effect thereto, do not cause the Borrowing Base to be less than the Revolving Loans outstanding) without the prior written consent of Lender. Without limiting the generality of this Agreement or any other provisions of any of the Loan Documents relating to the rights of Lender after the occurrence and during the continuance of an Event of Default, Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default to: (i) exercise the rights of Borrowers with respect to the obligation of any Account Debtor to make payment or otherwise render performance to Borrowers and with respect to any property that secures the obligations of any Account Debtor or any other Person obligated on the Collateral, and (ii) adjust, settle or compromise the amount or payment of such Accounts.
(k) Without limiting the generality of Sections 2.10(g) and (j):
(A) Borrowers shall deliver to Lender all items for tangible Chattel Paper and all Instruments and documents owned by any Borrower and constituting part of the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall provide Lender with “control” (as defined in Article 9 of the UCC) of all electronic Chattel Paper owned by any Borrower and constituting part of the Collateral by having Lender identified as the assignee on the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of control set forth in the UCC. Borrowers also shall deliver to Lender all security agreements securing any such Chattel Paper and securing any such Instruments. Borrowers will ▇▇▇▇ conspicuously all such Chattel Paper and all such Instruments and documents with a legend, in form and substance satisfactory to Lender, indicating that such Chattel Paper and such instruments and documents are subject to the security interests and Liens in favor of Lender created pursuant to this Agreement and the Security Documents.
(B) Borrowers shall deliver to Lender all letters of credit on which any Borrower is the beneficiary and which give rise to letter of credit rights owned by such Borrower which constitute part of the Collateral in each case duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall take any and all actions as may be necessary or desirable, or that Lender must receive possession may request, from time to time, to cause Lender to obtain exclusive “control” (as defined in Article 9 of the UCC) of any such letter of credit rights in a perfected manner acceptable to Lender.
(C) Borrowers shall promptly advise Lender upon any Borrower becoming aware that it has any interests in any commercial tort claim that constitutes part of the Collateral, which such notice shall include descriptions of the events and circumstances giving rise to such commercial tort claim and the dates such events and circumstances occurred, the potential defendants with respect such commercial tort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and Borrowers shall, with respect to any such commercial tort claim, execute and deliver to Lender such documents as Lender shall request to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to any such commercial tort claim.
(D) No Accounts or Inventory or other Collateral shall at any time be in the possession or control of any warehouse, consignee, bailee or any of Borrowers’ agents or processors without prior written notice to Lender and the receipt by Lender, if Lender has so requested, of warehouse receipts, consignment agreements or bailee lien waivers (as applicable) satisfactory to Lender prior to the commencement of such possession or control. Borrower has notified Lender that Inventory is currently located at the locations set forth on Schedule 5.18. Borrowers shall, upon the request of Lender, notify any such warehouse, consignee, bailee, agent or processor of the security interest interests and Liens in favor of Lender created pursuant to this Agreement and the Loan Documents, instruct such Person to hold all such Collateral for Lender’s account subject to Lender’s instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for Lender’s benefit.
(E) Borrowers shall cause all equipment and other tangible Personal Property other than Inventory to be maintained and preserved in the same condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Upon request of Lender, Borrowers shall promptly deliver to Lender any and all notes, certificates, and documents certificates of title, Chattel Paperapplications for title or similar evidence of ownership of all such tangible Personal Property and shall cause Lender to be named as lienholder on any such certificate of title or other evidence of ownership. Borrowers shall not permit any such tangible Personal Property to become fixtures to real estate unless such real estate is subject to a Lien in favor of Lender.
(F) Each Borrower acknowledges that Lender is authorized to file without the signature of such Borrower one or more UCC financing statements relating to liens on personal property relating to all or any part of the Collateral, warehouse receiptswhich financing statements may list Lender as the “secured party” and such Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Loan Documents (including an indication of the collateral covered by any such financing statement as “all assets” of such Borrower now owned or hereafter acquired), Instrumentsin such jurisdictions as Lender from time to time determines are appropriate, and to file without the signature of such Borrower any continuations of or corrective amendments to any such financing statements, in any such case in order for Lender to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to the Collateral. Each Borrower also ratifies its authorization for Lender to have filed in any jurisdiction any initial UCC financing statements or amendments thereto if filed prior to the date hereof.
(G) As of the Closing Date, no Borrower holds, and after the Closing Date Borrowers shall promptly notify Lender in writing upon creation or acquisition by any Borrower of, any Collateral which constitutes a claim against any Governmental Authority, including, without limitation, the federal government of the United States or any instrumentality or agency thereof, the assignment of which claim is restricted by any applicable Law, including, without limitation, the federal Assignment of Claims Act and any other similar instruments constituting Collateralcomparable Law. If any Collateral at any time constitutes a claim against a Governmental Authority, upon the request of Lender, Borrowers shall take such steps as may be necessary or desirable, or that Lender may request, to comply with any such applicable Law.
(H) Borrower shall provide Lender with a letter agreement acceptable in form and substance to Lender with regards to each manufacturer of Borrower that as of the Closing Date and from time to time thereafter accounts at any time for five percent (5%) or more of Borrower’s aggregate Inventory pursuant to which such manufacturer shall (i) consent to the assignment by Borrower to Lender of all of Borrower’s rights and remedies under such manufacturing agreement and (ii) upon the occurrence of an Event of Default hereunder, agree to work with Lender to complete the production of any Inventory that manufacturer is manufacturing on behalf of Borrower at such time.
(I) Borrower shall provide Lender with a collateral assignment acceptable in form and substance to Lender of each Services Outsourcing Agreement entered into by Borrower as of the Closing Date from time to time thereafter, including without limitation the ▇▇▇▇▇▇▇ Agreement, which collateral assignment shall be by and between Borrower and Lender and acknowledged by each Servicer party to such Services Outsourcing Agreement.
(J) Borrowers shall furnish to Lender from time to time any statements and schedules further identifying or describing the Collateral and any other information, reports or evidence concerning the Collateral as Lender may reasonably request from time to time.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower Obligors at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower Each Obligor shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first third Business Day following such occurrence after Borrower or any one of its officers, directors or members of senior management becomes aware of it and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but Lender shall be promptly provided remit the amount of such excess to Borrower (and in any event within two (2) Business Days of Lender’s receipt)Days.
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrowereither Obligor, to verify the validity, amount or any other matter relating to any Accounts of Borrowereither Obligor. Borrower Obligors shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower Obligors shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower either Obligor that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to BorrowerObligors.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor Obligors (the results of which are to be consistent with Borrower’s representations): Obligors' representations and warranties under this Agreement), all at Obligors' expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of Obligors and the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor maintains its Obligors maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (iiiii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower Each Obligor (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iiiii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and each Obligor hereby authorizes Lender, upon any failure to send such notices and directions within ten calendar days after the date of this Agreement (ivor ten calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, and (iii) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender create and perfect Lender's lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s 's request, Borrower each Obligor shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Sunset Brands Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 10,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lenderupon Borrower’s receipt)written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hourshours and, upon reasonable advance notice to Borrower if no Event of Default has occurred and is continuing, in the name of Lender, any designee of Lender or Borrower, to review the books and records of Borrower verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): representations and warranties under this Agreement), all at Borrower’s expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of Borrower and the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor maintains its Borrowers maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (iiiii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days Business Days after the date of this Agreement (or ten (10) calendar days Business Days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender create and perfect Lender’s lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Derma Sciences, Inc.)
Collateral Administration. (a) All tangible Collateral (excluding except funds required to be deposited in the Lockbox Accounts) will at all times be kept by Borrower at the locations (including warehouses) set forth on Schedule 5.18B 5.18 hereto and shall not, without thirty (30) calendar days prior concurrent written notice to Lender, be moved therefrom, therefrom and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably request. In addition, if after After the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and during the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by continuance of an Event of Default, and upon Lender’s request, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lenderupon Borrower’s receipt)written request.
(c) Whether or not an Event of Default has occurred, any Any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or hours upon reasonable prior notice to Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s attorneys’ fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretion, Lender will shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s reasonable expense: (xi) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain maintains its respective executive offices, a place of business or assetsassets or in which they are organized; and (ii) judgment and federal, state and local tax lien searches, in each jurisdiction searched under clause (i) above.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the appropriate Lockbox AccountAccount as set forth in Section 2.5, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents.
(g) As of the Closing Date, no Borrower has any ownership interest in any Chattel Paper (as defined in Article 9 of the UCC), letter of credit rights, commercial tort claims, Instruments, documents or investment property (other than equity interests in any Subsidiaries of such Borrower disclosed on Schedule 5.3) and Borrowers shall give notice to Lender promptly (but in any event not later than the delivery by Borrowers of the next Borrowing Certificate required pursuant to Section 2.4 above) upon the acquisition by any Borrower of any such Chattel Paper, letter of credit rights, commercial tort claims, Instruments, documents, investment property. At No Person other than any Lender has “control” (as defined in Article 9 of the UCC) over any Deposit Account, investment property (including securities accounts and commodities account), letter of credit rights or electronic chattel paper in which any Borrower has any interest (except for such control arising by operation of law in favor of any bank or securities intermediary or commodities intermediary with whom any Deposit Account, securities account or commodities account of Borrowers is maintained).
(h) Borrowers will conduct a physical count of the Inventory at least twice per year and at such other times as Lender requests, and Borrowers shall provide to Lender a written accounting of such physical count in form and substance satisfactory to Lender. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports in form and substance and from appraisers reasonably satisfactory to Lender stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries.
(i) In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports, at the Borrower’s requestexpense, in form and substance and from appraisers reasonably satisfactory to Lender stating the then current Orderly Liquidation Values, as required by the Lender, and fair market values of all or any portion of Inventory, Intellectual Property and furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.
(j) Borrowers shall immediately not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor, or allow any credit or discount thereon (other than adjustments, settlements, compromises, credits and discounts in the ordinary course of business, made while no Default exists and in amounts which are not material with respect to the Account and which, after giving effect thereto, do not cause the Borrowing Base to be less than the Revolving Loans outstanding) without the prior written consent of Lender. Without limiting the generality of this Agreement or any other provisions of any of the Loan Documents relating to the rights of Lender after the occurrence and during the continuance of an Event of Default, Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default to: (i) exercise the rights of Borrowers with respect to the obligation of any Account Debtor to make payment or otherwise render performance to Borrowers and with respect to any property that secures the obligations of any Account Debtor or any other Person obligated on the Collateral, and (ii) adjust, settle or compromise the amount or payment of such Accounts.
(k) Without limiting the generality of Sections 2.10(g) and (j):
(A) Borrowers shall deliver to Lender all items for tangible Chattel Paper and all Instruments and documents owned by any Borrower and constituting part of the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall provide Lender with “control” (as defined in Article 9 of the UCC) of all electronic Chattel Paper owned by any Borrower and constituting part of the Collateral by having Lender identified as the assignee on the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of control set forth in the UCC. Borrowers also shall deliver to Lender all security agreements securing any such Chattel Paper and securing any such Instruments. Borrowers will ▇▇▇▇ conspicuously all such Chattel Paper and all such Instruments and documents with a legend, in form and substance satisfactory to Lender, indicating that such Chattel Paper and such instruments and documents are subject to the security interests and Liens in favor of Lender created pursuant to this Agreement and the Security Documents.
(B) Borrowers shall deliver to Lender all letters of credit on which any Borrower is the beneficiary and which give rise to letter of credit rights owned by such Borrower which constitute part of the Collateral in each case duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall take any and all actions as may be necessary or desirable, or that Lender must receive possession may request, from time to time, to cause Lender to obtain exclusive “control” (as defined in Article 9 of the UCC) of any such letter of credit rights in a perfected manner acceptable to Lender.
(C) Borrowers shall promptly advise Lender upon any Borrower becoming aware that it has any interests in any commercial tort claim that constitutes part of the Collateral, which such notice shall include descriptions of the events and circumstances giving rise to such commercial tort claim and the dates such events and circumstances occurred, the potential defendants with respect such commercial tort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and Borrowers shall, with respect to any such commercial tort claim, execute and deliver to Lender such documents as Lender shall request to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to any such commercial tort claim.
(D) Except for Accounts and Inventory in an aggregate amount of $25,000, no Accounts or Inventory or other Collateral shall at any time be in the possession or control of any warehouse, consignee, bailee or any of Borrowers’ agents or processors without prior written notice to Lender and the receipt by Lender, if Lender has so requested, of warehouse receipts, consignment agreements or bailee lien waivers (as applicable) satisfactory to Lender prior to the commencement of such possession or control; provided, however, that for Collateral located at the Creekside Springs, LLC facilities no such consent shall be required unless the value of the Collateral exceeds $30,000 at any time; provided, further, that for Collateral located at the Unix Packaging, Inc. facility the value of the Collateral shall not exceed $250,000 at any time. Borrower has notified Lender that Inventory is currently located at the locations set forth on Schedule 5.18. Borrowers shall, upon the request of Lender, notify any such warehouse, consignee, bailee, agent or processor of the security interest interests and Liens in favor of Lender created pursuant to this Agreement and the Loan Documents, instruct such Person to hold all such Collateral for Lender’s account subject to Lender’s instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for Lender’s benefit.
(E) Borrowers shall cause all equipment and other tangible Personal Property other than Inventory to be maintained and preserved in the same condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Upon request of Lender, Borrowers shall promptly deliver to Lender any and all notes, certificates, and documents certificates of title, Chattel Paperapplications for title or similar evidence of ownership of all such tangible Personal Property and shall cause Lender to be named as lienholder on any such certificate of title or other evidence of ownership. Borrowers shall not permit any such tangible Personal Property to become fixtures to real estate unless such real estate is subject to a Lien in favor of Lender.
(F) Each Borrower acknowledges that Lender is authorized to file without the signature of such Borrower one or more UCC financing statements relating to liens on personal property relating to all or any part of the Collateral, warehouse receiptswhich financing statements may list Lender as the “secured party” and such Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Loan Documents (including an indication of the collateral covered by any such financing statement as “all assets” of such Borrower now owned or hereafter acquired), Instrumentsin such jurisdictions as Lender from time to time determines are appropriate, and to file without the signature of such Borrower any continuations of or corrective amendments to any such financing statements, in any such case in order for Lender to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to the Collateral. Each Borrower also ratifies its authorization for Lender to have filed in any jurisdiction any initial UCC financing statements or amendments thereto if filed prior to the date hereof.
(G) As of the Closing Date, no Borrower holds, and after the Closing Date Borrowers shall promptly notify Lender in writing upon creation or acquisition by any Borrower of, any Collateral which constitutes a claim against any Governmental Authority, including, without limitation, the federal government of the United States or any instrumentality or agency thereof, the assignment of which claim is restricted by any applicable Law, including, without limitation, the federal Assignment of Claims Act and any other similar instruments constituting Collateralcomparable Law. If any Collateral at any time constitutes a claim against a Governmental Authority, upon the request of Lender, Borrowers shall take such steps as may be necessary or desirable, or that Lender may request, to comply with any such applicable Law.
(H) Borrowers shall furnish to Lender from time to time any statements and schedules further identifying or describing the Collateral and any other information, reports or evidence concerning the Collateral as Lender may reasonably request from time to time.
Appears in 1 contract
Sources: Credit and Security Agreement (ALKALINE WATER Co INC)
Collateral Administration. (a) All tangible Subject to Section 6.15 all Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B hereto EXHIBIT C of this Agreement and shall not, without thirty (30) calendar days the prior written notice to approval of Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request account receivable aging summaries for the preceding period, in the form previously delivered to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Allion Healthcare Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will shall at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B hereto 4.15 and shall not, not be moved from such locations without thirty (30i) calendar days providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, be moved therefrom, and in any case which consent shall not be moved outside the continental United Statesunreasonably withheld.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) any time to notify Account Debtors owing Accounts (subject to applicable law regarding Medicaid/Medicare Account Debtors) that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to BorrowerLender.
(e) Prior to Borrower shall bear the Closingrisk of loss on all Collateral, as and when determined by Lender regardless of whether such Collateral is in its Permitted Discretionthe possession or control of Borrower, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive officesLender, a place of business bailee or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting CollateralPerson.
Appears in 1 contract
Sources: Loan and Security Agreement (Southland Health Services, Inc.)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B hereto 4.15 and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside from such locations without the continental United Statesprior written consent of Lender, which consent shall not be unreasonably withheld.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 100,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise; provided, however, that Lender shall endeavor to notify Borrower of Borrowerany such action taken by Lender's agent. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will shall at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B hereto SCHEDULE 4.15 and shall not, not be moved from such locations without thirty (30i) calendar days providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, be moved therefrom, and in any case which consent shall not be moved outside the continental United Statesunreasonably withheld.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) any time to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to BorrowerLender.
(e) Prior to Borrower shall bear the Closingrisk of loss on all Collateral, as and when determined by Lender regardless of whether such Collateral is in its Permitted Discretionthe possession or control of Borrower, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive officesLender, a place of business bailee or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting CollateralPerson.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by each Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Each Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of PHC-Michigan or PHC-Utah (or any other Borrower whose Accounts may be included at any time in the future within the Borrowing Base) in an aggregate face amount in excess of $25,000 10,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, each such Borrower shall notify Lender of such occurrence on the first Business Day following the discovery of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, each Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to the Borrower (and in any event within two (2) Business Days of Lender’s receipt)upon Borrower's written request.
(c) Whether or not an Event of Default has occurred, upon prior written notice to Borrower, any of Lender’s 's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or any Borrower, to verify the validity, amount or any other matter relating to any Accounts of any Borrower; provided that such prior written notice to Borrower is not required if a Default or Event of Default has occurred and be continuing. Each Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, each Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the 126 right at all times after the occurrence and during the continuance of an Event of Default to notify (i) to notify Account Debtors owing Accounts that are Eligible Receivables to any Borrower other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to Borrower, and (ii) Medicaid/Medicare Account Debtors that such Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion, Lender will perform the searches described in clauses (i) and (ii) below against each Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): 's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where any Borrower and/or any Guarantor maintains its their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such UCC searches shall be conducted as often as at the expense of Borrower on a quarterly basis; provided, that Lender deems reasonably appropriate shall have the right to conduct such searches more frequently at its expense and, if a Default or Event of Default shall have occurred, at the expense of Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Each of PHC-Michigan and PHC-Utah (and any other Borrower whose Accounts may be included at any time in the future within the Borrowing Base)
(i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and each such Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s 's request, each such Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral. Notwithstanding any provision of this subsection (f) to the contrary, following the occurrence of an Event of Default each Borrower shall comply with the provisions of this subsection (f) if directed by Lender.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (PHC Inc /Ma/)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B hereto SCHEDULE 4.15 and shall not, without thirty (30) calendar days the prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may shall reasonably requestrequest a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 100,000.00 have become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, upon an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not Upon the occurrence and during the continuance of an Event of Default has occurredDefault, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will shall at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B hereto 4.15 and ------------- shall not, not be moved from such locations without thirty (30i) calendar days providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, be moved therefrom, and in any case which consent shall not be moved outside the continental United Statesunreasonably withheld.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requeston a quarterly basis, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (New York Health Care Inc)
Collateral Administration. (a) 1. All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will shall at all times be kept by Borrower each Credit Party at the its principal office(s) or other locations as set forth on Schedule 5.18B hereto 4.20 and shall not, not be moved from such locations (other than in transit between any such locations or to a purchaser) without thirty (30i) calendar days providing prior written notice to Lender in accordance with Section 7.12, and (ii) obtaining the prior written consent of Lender, be moved therefrom, and in any case which consent shall not be moved outside the continental United Statesunreasonably withheld.
(b) Borrower 2. The Credit Parties shall keep accurate and complete records Books and Records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may shall reasonably requestrequest a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after Accounts (as described in the Closing Date, Accounts of Borrower most recently delivered Borrowing Base Certificate) in an aggregate face amount in excess of $25,000 100,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower the Credit Parties shall notify Lender of such occurrence on and the first specified categories of ineligibility set forth in the definition of Qualified Accounts or otherwise within five (5) Business Day following Days after any Responsible Officer of such Credit Party has knowledge of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender; provided, Borrower however, that without limiting the foregoing, in the event that the Credit Parties compromise or settle any claims in accordance with Section 4.21(i) hereof, the Credit Parties shall execute notify Lender of such occurrence and deliver to provide Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower an updated Borrowing Base Certificate within three (and in any event within two (23) Business Days after any Responsible Officer of Lender’s receipt).such Credit Party has knowledge of such occurrence, and the Borrowing Base shall thereupon be adjusted to reflect such occurrence
(c) 3. Whether or not an Event of a Default has occurred, any of Lender’s officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or Borrowerthe Credit Parties, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, and to communicate directly with the applicable regulatory agency and officials thereof for purposes of Borrowerverifying same and informing said agency or official of any pending Default hereunder. Borrower The Credit Parties shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) 4. To expedite collection, Borrower the Credit Parties shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times right, after the occurrence and during the continuance of an Event of Default (i) Default, to notify Account Debtors owing Accounts (other than Government Payors) that are Eligible Receivables to Borrower that their Accounts have been assigned pledged to Lender and (ii) to collect that payment of such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as made directly by such Account Debtors to Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor once such notice has been provided to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send the Credit Parties shall not provide any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable contrary instructions to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At without Lender’s requestprior written consent).
5. The Credit Parties shall bear the risk of loss on all Collateral, Borrower regardless of whether such Collateral is in the possession or control of any Credit Party, Lender, a bailee or any other Person; provided, however, that Lender shall immediately deliver use reasonable care with respect to the Collateral in its possession or under its control. The Lender all items for shall be deemed to have exercised reasonable care in the custody of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateralaccords its own property.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B 4.15 hereto and shall not, without thirty (30) calendar days the prior written notice to approval of Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Medical Asset Management Inc)
Collateral Administration. (a) All tangible Except for removal off-site for equipment repairs, all Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at any of the locations set forth on Schedule 5.18B hereto hereto, and may be moved from one such location to another such location; provided, however, that Collateral shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefromto locations other than those set forth on Schedule 5.18B, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 10,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first third Business Day following such occurrence after Borrower obtains knowledge thereof and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and upon Borrower's written request in any event within two (2) Business Days of Lender’s receipt)accordance with Section 2.4.
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their its Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor Guarantors (the results of which are to be consistent with Borrower’s representations): 's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor Guarantors maintains its their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances received by Borrower or a Dental Center to the Concentration Account, and (ii) during an Event of Default, shall provide prompt written notice to each commercial insurance Account Debtor that shall direct each commercial insurance Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date Event of this Agreement Default (or ten (10) calendar days after the Person becomes an a commercial insurance Account Debtor), to send any and all similar notices and directions to such commercial insurance Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s 's request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Coast Dental Services Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept Deposit Accounts and Collateral in the possession of Agent) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) 30 calendar days prior written notice to LenderAgent, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) . Borrower shall keep accurate and complete records of its Collateral and all payments and collections on Accounts and shall submit such records to Agent on such periodic bases as Agent may request. Any of the Agent's or any Lender's officers, employees, representatives or agents shall have the right, upon reasonable notice to Borrower during normal business hours, in the name of Agent or any Lender, any designee of Agent, any Lender or Borrower, to verify the validity, amount or any other matter relating to the Collateral; provided, however, no such notice shall be required during the occurrence and continuation of any Default or Event of Default. Borrower shall cooperate fully with Agent and Lenders in an effort to facilitate and promptly conclude such verification process. In addition to and notwithstanding any provision of any Loan Document, Agent shall have the right at all times after the occurrence and during the continuation of an Event of Default to notify Persons owing Accounts to Borrower that their Accounts have been assigned to Agent and to collect such Accounts directly in its own name and to charge collection costs and expenses, including reasonable attorney's fees, to Borrower. Borrower shall endeavor in the first instance to make collection of its Accounts for Agent, for the account of Lenders.
(b) As and when determined by Agent in its Permitted Discretion, Agent will perform the searches described in clauses (i) and (ii) below against Borrower (the results of which are to be consistent with Borrower's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices of each jurisdiction where Borrower and/or any Guarantors are organized and/or maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above.
(c) Upon Agent's request, Borrower shall immediately deliver to Agent all items for which Agent must receive possession to obtain a perfected Lien and security interest and all notes, certificates, documents of title, certificates of title, chattel paper, warehouse receipts, instruments, and any other similar instruments constituting Collateral, if any; provided, however, so long as no Event of Default exists and is continuing, Borrower shall not be required to deliver certificates of title to Agent or perfect Agent's Lien thereon if such certificates of title relate to Collateral having an aggregate value of less than $50,000.
(d) Borrower shall, and shall cause its Subsidiaries to, keep accurate and complete records of its Accounts and Inventory and all payments and collections thereon and shall submit such records to Lender Agent on such periodic bases as Lender Agent may reasonably request. In addition, (i) if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, or (ii) if Eligible Inventory Costs of Borrower in an aggregate face amount in excess of $50,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Inventory Costs, Borrower shall notify Lender Agent of such occurrence on the first no later than five (5) Business Day Days following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If After the occurrence and during the continuation of an Event of Default, if requested by LenderAgent, Borrower shall execute and deliver to Lender Agent, and shall cause each of its Subsidiaries to execute and deliver, formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender Agent may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, Borrower but shall be promptly provided remitted to Borrower (and upon written request in any event within two (2) Business Days accordance with the terms of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to Borrowerthis Agreement.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Agent, for itself and the benefit of the Lenders, has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct or shall have directed each Account Debtor to make payments to the appropriate Lockbox Blocked Account, and Borrower hereby authorizes LenderAgent and/or Lenders, upon any failure to send such notices and or directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Agent and/or any Lender to secure Lender Agent, for the benefit of itself and Lenders, and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Acorn Products Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by each Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Each Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of PHC-Michigan or PHC-Utah (or any other Borrower whose Accounts may be included at any time in the future within the Borrowing Base) in an aggregate face amount in excess of $25,000 10,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, each such Borrower shall notify Lender of such occurrence on the first Business Day following the discovery of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, each Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the -- 38 -- extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to the Borrower (and in any event within two (2) Business Days of Lender’s receipt)upon Borrower's written request.
(c) Whether or not an Event of Default has occurred, upon prior written notice to Borrower, any of Lender’s 's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or any Borrower, to verify the validity, amount or any other matter relating to any Accounts of any Borrower; provided that such prior written notice to Borrower is not required if a Default or Event of Default has occurred and be continuing. Each Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, each Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) to notify Account Debtors owing Accounts that are Eligible Receivables to any Borrower other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to Borrower, and (ii) Medicaid/Medicare Account Debtors that such Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion, Lender will perform the searches described in clauses (i) and (ii) below against each Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): 's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where any Borrower and/or any Guarantor maintains its their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such UCC searches shall be conducted as often as at the expense of Borrower on a quarterly basis; provided, that Lender deems reasonably appropriate shall have the right to conduct such searches more frequently at its expense and, if a Default or Event of Default shall have occurred, at the expense of Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Each of PHC-Michigan and PHC-Utah (and any other Borrower whose Accounts may be included at any time in the future within the Borrowing Base)
(i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and each such Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s 's request, each such Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral. Notwithstanding any provision of this subsection (f) to the -- 39 -- contrary, following the occurrence of an Event of Default each Borrower shall comply with the provisions of this subsection (f) if directed by Lender.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (PHC Inc /Ma/)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) described in Section 3.1
(a) will at all times be kept by Borrower at the locations its principal offices as set forth on Schedule 5.18B 4.14 hereto and shall will not, without thirty (30) calendar 30 days prior written ------------- notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall will keep accurate and complete records of its Accounts Accounts, including, without limitation, the Receivables, and all payments and collections thereon thereon, and shall Borrower will submit such records to Lender on such periodic bases basis as Lender may reasonably request. In additionrequest a collections report for the preceding period, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted form satisfactory to reflect such occurrenceLender. If requested by LenderLender during the existence of an Event of Default, Borrower shall will execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which will include all Accounts that are Eligible Receivables have been created since the the-date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not After an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall will have the right, at any time during normal business hoursor times hereafter, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount amount, or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall will cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall will endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing any Person liable with respect to the Accounts that are Eligible Receivables to Borrower that their the Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s feesattorneys' fees and expenses, to Borrower.
(e) Prior to Without the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results prior written consent of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver not enter into any settlement with or compromise any amount due from any Person liable on any Account, or issue any credit or agree to Lender all items for which Lender must receive possession any set off or other reduction with respect to obtain any Account, or otherwise amend or modify any Contractual Obligation giving rise to any Account, other than in a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateralmanner consistent with past practice.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except funds required to be deposited in the Controlled Deposit Accounts) will at all times be kept by Borrower Borrowers at the locations set forth on Schedule 5.18B 5.17B (including warehouses) hereto and shall not, without thirty (30) calendar days prior concurrent written notice to Lender, be moved therefrom, therefrom and in any case shall not be moved outside the continental United States.
(b) Borrower Borrowers shall in all material respects keep accurate and complete records of its their Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably request. In addition, if after After the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and during the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by continuance of an Event of Default, and upon Lender’s request, Borrower Borrowers shall execute and deliver to Lender formal written assignments of all of its their Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of BorrowerBorrowers, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lender’s receipt)Borrowers upon Borrowers’ written request.
(c) Whether or not an Event of Default has occurred, any Any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrowerhours upon reasonable prior notice to Borrowers, to verify the validity, amount or any other matter relating to any Accounts of BorrowerAccounts. Borrower Borrowers shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower Borrowers that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s attorneys’ fees, to BorrowerBorrowers.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretion, Lender will shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower Borrowers and Guarantors (the results of which are to be consistent with Borrower’s Borrowers’ representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s Borrowers’ reasonable expense: (xi) UCC searches with the Secretary of State and or local filing offices, as necessary, offices of the state where each jurisdiction where Borrower and/or any Guarantor is incorporated or formedorganized; and (yii) bankruptcy, judgment, federal federal, state and local tax lien and corporate and partnership tax lien litigation searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive officesin which such actions, a place of business or assetsLiens may be recorded.
(f) Borrower Borrowers (i) shall provide prompt written notice to their current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the appropriate Lockbox AccountControlled Deposit Account as set forth in Section 2.5, and Borrower Borrowers hereby authorizes authorize Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.and
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 35,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on with the first Business Day following such occurrence next succeeding Borrowing Certificate containing an aging report as required in Section 2.4, and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender after the occurrence or during the continuation of an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lenderupon Borrower’s receipt)written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to Borrower, and (ii) Medicaid/Medicare Account Debtors that Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate all at Borrower’s expense: (xi) UCC searches with the Secretary of State of the jurisdiction of organization of each Borrower and Guarantor and the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor is incorporated Guarantors maintain their respective executive offices, a place of business or formedassets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (yiii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assetssearched under clause (i) above.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender create and perfect Lender’s lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Occupational Health & Rehabilitation Inc)
Collateral Administration. (a) All tangible Collateral (excluding except funds required to be deposited in the Lockbox Accounts) will at all times be kept by Borrower at the locations (including warehouses) set forth on Schedule 5.18B 5.18 hereto and shall not, without thirty (30) calendar days prior concurrent written notice to Lender, be moved therefrom, therefrom and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably request. In addition, if after After the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and during the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by continuance of an Event of Default, and upon Lender’s request, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lenderupon Borrower’s receipt)written request.
(c) Whether or not an Event of Default has occurred, any Any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or hours upon reasonable prior notice to Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s attorneys’ fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretion, Lender will shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s reasonable expense: (xi) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain maintains its respective executive offices, a place of business or assetsassets or in which they are organized; and (ii) judgment and federal, state and local tax lien searches, in each jurisdiction searched under clause (i) above.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the appropriate Lockbox AccountAccount as set forth in Section 2.5, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents.
(g) As of the Closing Date, no Borrower has any ownership interest in any Chattel Paper (as defined in Article 9 of the UCC), letter of credit rights, commercial tort claims, Instruments, documents or investment property (other than equity interests in any Subsidiaries of such Borrower disclosed on Schedule 5.3) and Borrowers shall give notice to Lender promptly (but in any event not later than the delivery by Borrowers of the next Borrowing Certificate required pursuant to Section 2.4 above) upon the acquisition by any Borrower of any such Chattel Paper, letter of credit rights, commercial tort claims, Instruments, documents, investment property. At No Person other than any Lender has “control” (as defined in Article 9 of the UCC) over any Deposit Account, investment property (including Securities Accounts and commodities account), letter of credit rights or electronic chattel paper in which any Borrower has any interest (except for such control arising by operation of law in favor of any bank or securities intermediary or commodities intermediary with whom any Deposit Account, Securities Account or commodities account of Borrowers is maintained).
(h) Borrowers will conduct a physical count of the Inventory at least twice per year and at such other times as Lender requests, and Borrowers shall provide to Lender a written accounting of such physical count in form and substance satisfactory to Lender. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports in form and substance and from appraisers reasonably satisfactory to Lender stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries.
(i) In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports, at the Borrower’s requestexpense, in form and substance and from appraisers reasonably satisfactory to Lender stating the then current Orderly Liquidation Values, as required by the Lender, and fair market values of all or any portion of Inventory, Intellectual Property and furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.
(j) Borrowers shall immediately not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor, or allow any credit or discount thereon (other than adjustments, settlements, compromises, credits and discounts in the ordinary course of business, made while no Default exists and in amounts which are not material with respect to the Account and which, after giving effect thereto, do not cause the Borrowing Base to be less than the Revolving Loans outstanding) without the prior written consent of Lender. Without limiting the generality of this Agreement or any other provisions of any of the Loan Documents relating to the rights of Lender after the occurrence and during the continuance of an Event of Default, Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default to: (i) exercise the rights of Borrowers with respect to the obligation of any Account Debtor to make payment or otherwise render performance to Borrowers and with respect to any property that secures the obligations of any Account Debtor or any other Person obligated on the Collateral, and (ii) adjust, settle or compromise the amount or payment of such Accounts.
(k) Without limiting the generality of Sections 2.10(g) and (j):
(A) Borrowers shall deliver to Lender all items for tangible Chattel Paper and all Instruments and documents owned by any Borrower and constituting part of the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall provide Lender with “control” (as defined in Article 9 of the UCC) of all electronic Chattel Paper owned by any Borrower and constituting part of the Collateral by having Lender identified as the assignee on the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of control set forth in the UCC. Borrowers also shall deliver to Lender all security agreements securing any such Chattel Paper and securing any such Instruments. Borrowers will ▇▇▇▇ conspicuously all such Chattel Paper and all such Instruments and documents with a legend, in form and substance satisfactory to Lender, indicating that such Chattel Paper and such instruments and documents are subject to the security interests and Liens in favor of Lender created pursuant to this Agreement and the Security Documents.
(B) Borrowers shall deliver to Lender all letters of credit on which any Borrower is the beneficiary and which give rise to letter of credit rights owned by such Borrower which constitute part of the Collateral in each case duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall take any and all actions as may be necessary or desirable, or that Lender must receive possession may request, from time to time, to cause Lender to obtain exclusive “control” (as defined in Article 9 of the UCC) of any such letter of credit rights in a perfected manner acceptable to Lender.
(C) Borrowers shall promptly advise Lender upon any Borrower becoming aware that it has any interests in any commercial tort claim that constitutes part of the Collateral, which such notice shall include descriptions of the events and circumstances giving rise to such commercial tort claim and the dates such events and circumstances occurred, the potential defendants with respect such commercial tort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and Borrowers shall, with respect to any such commercial tort claim, execute and deliver to Lender such documents as Lender shall request to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to any such commercial tort claim.
(D) Except for Accounts and Inventory in an aggregate amount of $25,000 and Inventory or other Collateral in transit, no Accounts or Inventory or other Collateral shall at any time be in the possession or control of any warehouse, consignee, bailee or any of Borrowers’ agents or processors without prior written notice to Lender and the receipt by Lender, if Lender has so requested, of warehouse receipts, consignment agreements or bailee lien waivers (as applicable) satisfactory to Lender prior to the commencement of such possession or control. Borrower has notified Lender that Inventory is currently located at the locations set forth on Schedule 5.18. Borrowers shall, upon the request of Lender, notify any such warehouse, consignee, bailee, agent or processor of the security interest interests and Liens in favor of Lender created pursuant to this Agreement and the Loan Documents, instruct such Person to hold all such Collateral for Lender’s account subject to Lender’s instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for Lender’s benefit.
(E) Borrowers shall cause all equipment and other tangible Personal Property other than Inventory to be maintained and preserved in the same condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Upon request of Lender, Borrowers shall promptly deliver to Lender any and all notes, certificates, and documents certificates of title, Chattel Paperapplications for title or similar evidence of ownership of all such tangible Personal Property and shall cause Lender to be named as lienholder on any such certificate of title or other evidence of ownership. Borrowers shall not permit any such tangible Personal Property to become fixtures to real estate unless such real estate is subject to a Lien in favor of Lender.
(F) Each Borrower acknowledges that Lender is authorized to file without the signature of such Borrower one or more UCC financing statements relating to liens on personal property relating to all or any part of the Collateral, warehouse receiptswhich financing statements may list Lender as the “secured party” and such Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Loan Documents (including an indication of the collateral covered by any such financing statement as “all assets” of such Borrower now owned or hereafter acquired), Instrumentsin such jurisdictions as Lender from time to time determines are appropriate, and to file without the signature of such Borrower any continuations of or corrective amendments to any such financing statements, in any such case in order for Lender to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to the Collateral. Each Borrower also ratifies its authorization for Lender to have filed in any jurisdiction any initial UCC financing statements or amendments thereto if filed prior to the date hereof.
(G) As of the Closing Date, no Borrower holds, and after the Closing Date Borrowers shall promptly notify Lender in writing upon creation or acquisition by any Borrower of, any Collateral which constitutes a claim against any Governmental Authority, including, without limitation, the federal government of the United States or any instrumentality or agency thereof, the assignment of which claim is restricted by any applicable Law, including, without limitation, the federal Assignment of Claims Act and any other similar instruments constituting Collateralcomparable Law. If any Collateral at any time constitutes a claim against a Governmental Authority, upon the request of Lender, Borrowers shall take such steps as may be necessary or desirable, or that Lender may request, to comply with any such applicable Law.
(H) Borrowers shall furnish to Lender from time to time any statements and schedules further identifying or describing the Collateral and any other information, reports or evidence concerning the Collateral as Lender may reasonably request from time to time.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B Exhibit C hereto and shall not, without thirty (30) calendar days the prior written notice to approval of Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 that were previously included in the Borrowing Base become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence (provided, however, that for Accounts that are categorized under Section 1.42(b), Borrower shall notify Lender of such occurrence within fourteen (14) days) and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (National Diagnostics Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower Borrowers at the locations set forth on Schedule 5.18B hereto hereto, and such other locations as Borrowers shall not, without thirty identify to Agent upon ten (3010) calendar days prior written notice to Lender, be moved therefromnotice, and in any case shall not be moved outside the continental United States.
(b) Each Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender Agent on such periodic bases as Lender Agent may reasonably request. In addition, if after the Closing Date, Accounts of any Borrower in an aggregate face amount in excess of $25,000 200,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower Borrowers shall notify Lender Agent of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent, Borrower after the occurrence and during the continuance of an Event of Default, Borrowers shall execute and deliver to Lender Agent formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender Agent may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To Subject to the Senior Mortgage/Revolving Lender Intercreditor Agreement, to the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of BorrowerBorrowers, but shall be promptly provided available to Borrower (Borrowers upon Borrowers' written request and in any event within two (2) so long as the Senior Mortgage Loan shall remain outstanding, shall be disbursed on each Business Days of Lender’s receipt)Day to the Senior Mortgage Loan Blocked Account.
(c) Whether or not an Event of Default has occurred, any of Lender’s Agent's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of LenderAgent, any designee of Lender Agent or any Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower; provided that unless an Event of Default has occurred and is continuing, such verification shall only verify account balances and shall not give notice of Agent's security interest. Borrower Borrowers shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, each Borrower shall endeavor in the first instance to make collection of its Accounts for LenderAgent. Lender Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower Borrowers other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender Agent and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to BorrowerBorrowers, and (ii) Medicaid/Medicare Account Debtors that Borrowers have waived any and all defenses and counterclaims they may have or could interpose in any such action or procedure brought by Agent to obtain a court order recognizing the collateral assignment or security interest and lien of Agent in and to any Account or other Collateral payable by Medicaid/Medicare Account Debtors and that Agent is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Agent in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors.
(e) Prior to the Closing, as As and when determined by Lender Agent in its Permitted Discretion, Lender Agent will perform the searches described in clauses (i) and (ii) below against Borrower Borrowers and any Guarantor Guarantors (the results of which are to be consistent with Borrower’s representations): Borrowers' representations and warranties under this Agreement), all at Borrowers' expense: (i) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where any Borrower and/or any Guarantor maintains its Guarantors are organized and/or maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, provided that unless a Default or an Event of Default has shall have occurred and is continuing during the continuance thereof, the Borrowers shall not be required to pay for more than one such search in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: any fiscal quarter under clause (xi) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and clause (yii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assetsabove.
(f) Borrower Borrowers (i) shall direct provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than a Private Pay Debtor) directing them to make payments to the appropriate Lockbox Account, and Borrower Borrowers hereby authorizes LenderAgent, upon any failure to send such notices notice and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor (other than a Private Pay Debtor)), to send any and all similar notices and directions to such Account Debtors, Debtors and (iiiii) shall provide prompt written notice do such further acts and deeds that may be lawfully required by Agent to its current bank to transfer all itemsmake, collections and remittances create, maintain, continue or perfect Agent's security interest in the Lockbox Accounts to or the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s Collateral. At Agent's request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower Borrowers shall immediately deliver to Lender Agent all items for which Lender Agent must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting CollateralCollateral except for promissory notes in a principal amount less than $100,000 provided that the aggregate principal amount of all such promissory notes shall be less than $500,000.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Skilled Healthcare Group Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefromtherefrom unless Lender has entered into the necessary documents to perfect and enforce its security interest therein at such new location, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 30,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If Following the occurrence and during the continuance of an Event of Default, if requested by Lender, Borrower shall execute and deliver to Lender formal written assignments (or, in the case of Medicaid/Medicare Account Debtors, documents necessary to comply with the Federal Assignment of Claims Act) of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lenderupon Borrower’s receipt)written request.
(c) Whether Following an occurrence or not during the continuance of an Event of Default has occurredDefault, any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts or Inventory of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to Borrower, and (ii) Medicaid/Medicare Account Debtors that Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion but not more often than four (4) times per year prior to the occurrence and continuance of an Event of Default, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate all at Borrower’s expense: (xi) UCC searches with the Secretary of State of the jurisdiction of organization of each Borrower and Guarantor and the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor is incorporated Guarantors maintain their respective executive offices, a place of business or formedassets; (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (yiii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assetssearched under clause (i) above.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender create and perfect Lender’s lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver or make arrangements to deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (NationsHealth, Inc.)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will shall at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B hereto 4.15 and shall not, not be moved from such locations without thirty (30i) calendar days providing prior written notice to Lender in accordance with Section 6.15, and (ii) obtaining the prior written consent of Lender, be moved therefrom, and in any case which consent shall not be moved outside the continental United Statesunreasonably withheld.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) any time to notify Account Debtors owing Accounts (subject to applicable law regarding Medicaid/Medicare Account Debtors) that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to BorrowerLender.
(e) Prior to Borrower shall bear the Closingrisk of loss on all Collateral, as and when determined by Lender regardless of whether such Collateral is in its Permitted Discretionthe possession or control of Borrower, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive officesLender, a place of business bailee or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting CollateralPerson.
Appears in 1 contract
Sources: Loan and Security Agreement (Star Multi Care Services Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United StatesStates except as provided for in this Agreement.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably requestrequest in its Permitted Discretion. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 100,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on or before the first third (3rd) Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender after the occurrence and continuation of an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or as often as Lender may reasonably request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lender’s receipt)upon Borrower's written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives or agents shall have the rightright upon three (3) Business Days' prior written notice to Borrower, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor Guarantors (the results of which are to be consistent with Borrower’s representations): 's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor Guarantors maintains its their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assetsbelow.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s 's request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Synavant Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept Deposit Accounts and equipment located at the premises of clients and used in their ordinary course of business) will at all times be kept by Borrower Borrowers at the locations set forth on Schedule 5.18B hereto hereto, and such other locations as Borrowers shall not, without thirty identify to Agent upon ten (3010) calendar days prior written notice to Lender, be moved therefromnotice, and in any case shall not be moved outside the continental United States.
(b) Each Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender Agent on such periodic bases as Lender Agent may reasonably request. In addition, if after the Closing Date, Accounts of any Borrower in an aggregate face amount in excess of $25,000 200,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower Borrowers shall notify Lender Agent of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent, Borrower after the occurrence and during the continuance of an Event of Default, Borrowers shall execute and deliver to Lender Agent formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender Agent may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of BorrowerBorrowers, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lender’s receipt)Borrowers upon Borrowers' written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s Agent's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of LenderAgent, any designee of Lender Agent or any Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower; provided that unless an Event of Default has occurred and is continuing, such verification shall only verify account balances and shall not give notice of Agent's security interest. Borrower Borrowers shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, each Borrower shall endeavor in the first instance to make collection of its Accounts for LenderAgent. Lender Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower Borrowers other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender Agent and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to BorrowerBorrowers, and (ii) Medicaid/Medicare Account Debtors that Borrowers have waived any and all defenses and counterclaims they may have or could interpose in any such action or procedure brought by Agent to obtain a court order recognizing the collateral assignment or security interest and lien of Agent in and to any Account or other Collateral payable by Medicaid/Medicare Account Debtors and that Agent is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Agent in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors.
(e) Prior to the Closing, as As and when determined by Lender Agent in its Permitted Discretion, Lender Agent will perform the searches described in clauses (i) and (ii) below against Borrower Borrowers and any Guarantor Guarantors (the results of which are to be consistent with Borrower’s representations): Borrowers' representations and warranties under this Agreement), all at Borrowers' expense: (i) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where any Borrower and/or any Guarantor maintains its Guarantors are organized and/or maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, provided that unless a Default or an Event of Default has shall have occurred and is continuing during the continuance thereof, the Borrowers shall not be required to pay for more than one such search in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: any fiscal quarter under clause (xi) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and clause (yii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assetsabove.
(f) Borrower Borrowers (i) shall direct provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than a Private Pay Debtor) directing them to make payments to the appropriate Lockbox Account, and Borrower Borrowers hereby authorizes LenderAgent, upon any failure to send such notices notice and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor (other than a Private Pay Debtor)), to send any and all similar notices and directions to such Account Debtors, Debtors and (iiiii) shall provide prompt written notice do such further acts and deeds that may be lawfully required by Agent to its current bank to transfer all itemsmake, collections and remittances create, maintain, continue or perfect Agent's security interest in the Lockbox Accounts to or the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s Collateral. At Agent's request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower Borrowers shall immediately deliver to Lender Agent all items for which Lender Agent must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting CollateralCollateral except for promissory notes in a principal amount less than $100,000 provided that the aggregate principal amount of all such promissory notes shall be less than $500,000.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Skilled Healthcare Group Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower the Obligors at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) forty calendar days prior written notice to LenderDebenture Holder, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower Each Obligor shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender Debenture Holder on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender Debenture Holder may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of LenderDebenture Holder’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of LenderDebenture Holder, any designee of Lender Debenture Holder or Borrowereither Obligor, to verify the validity, amount or any other matter relating to any Accounts of Borrowereither Obligor. Borrower The Obligors shall cooperate fully with Lender Debenture Holder in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower subject to the terms of the Master Subordination Agreement and the Junior Subordination Agreement, the Obligors shall endeavor in the first instance to make collection of its Accounts for LenderDebenture Holder. Lender Subject to the terms of the Master Subordination Agreement and the Junior Subordination Agreement, Debenture Holder shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower either Obligor that their Accounts have been assigned to Lender Debenture Holder and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to Borrowerthe Obligors.
(e) Prior to the Closing, as As and when determined by Lender Debenture Holder in its Permitted Discretionsole discretion, Lender Debenture Holder will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor the Obligors (the results of which are to be consistent with Borrower’s representations): the Obligors’ representations and warranties under this Agreement), all at the Obligors’ expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of the Obligors and the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor maintains its the Obligors maintain their respective executive offices, a place of business or assets; and (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office;and (iii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower Upon notice from Debenture Holder that the Master Subordination Agreement and the Junior Subordination Agreement have been terminated, each Obligor (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Debenture Holder has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower each Obligor hereby authorizes LenderDebenture Holder, upon any failure to send such notices and directions within ten (10) fifteen calendar days after the date of this Agreement (or ten (10) fifteen calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender Debenture Holder to secure Lender create and perfect Debenture Holder’s lien on any collateral and effectuate the intentions of the Loan Debenture Documents. At Lender’s requestUpon notice from Debenture Holder that the Master Subordination Agreement and the Junior Subordination Agreement have been terminated, Borrower each Obligor shall immediately deliver to Lender Debenture Holder all items for which Lender Debenture Holder must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral (collectively, “Control Collateral”). Until such time as the Master Subordination Agreement has terminated, all Control Collateral shall be held by CapitalSource for the benefit of Seller and Debenture Holder for the purpose of perfecting Seller’s and Debenture Holder’s security interest therein. Concurrently with the termination of the Master Subordination Agreement, CapitalSource shall deliver all Control Collateral to Seller. After the termination of the Master Subordination Agreement and until such time as the Junior Subordination Agreement has terminated, all Control Collateral shall be held by Seller for the benefit of Debenture Holder for the purpose of perfecting Debenture Holder’s security interest therein. Concurrently with the termination of the Junior Subordination Agreement, Seller shall deliver all Control Collateral to Debenture Holder.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B SCHEDULE 4.15 hereto and shall not, without thirty (30) calendar days the prior written notice to approval of Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence (or immediately upon Borrower's preparation of a monthly aging schedule if the reason for ineligibility is that the Account has remained unpaid for longer than the applicable period for Qualified Accounts), and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s fees, attorneys' fees to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Raintree Healthcare Corp)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) 30 calendar days prior written notice to LenderAgent, be moved therefrom, and in any case shall not be moved outside the continental United StatesStates or, in the case of Ramsay Youth Services Puerto Rico, Inc., a Puerto Rico corporation ("RY PUERTO RICO"), Puerto Rico.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender Agent on such periodic bases as Lender Agent may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 10,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender Agent of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent, Borrower shall execute and deliver to Lender Agent formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender Agent may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, Borrower but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lender’s receipt)upon Borrower's written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s the Agent's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of LenderAgent, any designee of Lender Agent or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender Agent in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for LenderAgent, for the account of Lenders. Lender Agent shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower Borrower, other than Medicaid/Medicare Account Debtors, that their Accounts have been assigned to Lender Agent, for the benefit of itself and (ii) Lenders, and to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to Borrower, and (ii) Medicaid/Medicare Account Debtors that Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Agent to obtain a court order recognizing the assignment or security interest and lien of Agent, for the benefit of itself and Lenders, in and to any Account or other Collateral and that Agent is seeking or may seek to obtain a court order recognizing the assignment or security interest and lien of Agent, for the benefit of itself and Lenders, in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors.
(e) Prior to the Closing, as As and when determined by Lender Agent in its Permitted Discretionsole discretion, Lender Agent will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor Guarantors (the results of which are to be consistent with Borrower’s representations): 's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business Guarantors (A) are organized and (B) own or assetslease any real or personal property; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall, during an Event of Default, provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Agent has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes LenderAgent and/or Lenders, upon any failure to send such notices and directions within ten (10) 10 calendar days after the date of this Agreement (or ten (10) 10 calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Agent and/or any Lender to secure Lender Agent, for the benefit of itself and Lenders, and effectuate the intentions of the Loan Documents. At Lender’s Agent's request, Borrower shall immediately deliver to Lender Agent all items for which Lender Agent must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paperchattel paper, warehouse receipts, Instrumentsinstruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Texas San Macros Treatment Center Lp)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower Borrowers at the locations their respective principal office(s) as set forth on Schedule 5.18B hereto 4.15(a) or at the principal office of Ensign Facility Services, Inc. as set forth on Schedule 4.15(a) and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside from such locations without the continental United Statesprior written consent of Lender, which consent shall not be unreasonably withheld.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise (excepting those Accounts which become ineligible merely by reason of their age, for which no such notification is required). Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender after the occurrence and during the continuation of an Event of Default, Borrower shall execute and deliver to Lender weekly formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestAccounts, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B hereto 4.15 and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside from such locations without the continental United Statesprior written consent of Lender, which consent shall not be unreasonably withheld.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender upon an event which, with the giving of notice or the lapse of time, or both, could constitute an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (SFBC International Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B 5.18 hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 250,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day report due on the fifteenth (15th) day of each month unless an earlier Request for Advance is submitted following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to the Borrower (and in any event within two (2) Business Days of Lender’s receipt)upon Borrower's written request.
(c) Whether or not an Event of Default has occurred, any of the Lender’s 's officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s 's fees, to Borrower, and (ii) Medicaid/Medicare Account Debtors that Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to obtain a court order recognizing the assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionreasonable discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor Guarantors (the results of which are to be consistent with Borrower’s representations): 's representations and warranties under this Agreement), all at Borrower's expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of each Borrower and Guarantor and the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor Guarantors maintains its their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assetsbelow.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) upon Lender's request after an Event of Default shall have occurred and be continuing, shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account DebtorsDebtors as set forth on Schedule 2.16 hereto, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s 's request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paperchattel paper, warehouse receipts, Instrumentsinstruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Opticare Health Systems Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B hereto 4.15 and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside from such locations without the continental United Statesprior written consent of Lender, which consent shall not be unreasonably withheld.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on as soon as possible but no later than the first third Business Day following Borrower's knowledge of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, following the occurrence of an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B Exhibit C hereto and shall --------- not, without thirty (30) calendar days the prior written notice to approval of Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts weekly or daily, which shall include all -Accounts that are Eligible Receivables monthly as Lender may request, including all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (International Nursing Services Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 10,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may reasonably request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lenderupon Borrower’s receipt)written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor Guarantors (the results of which are to be consistent with Borrower’s representations): representations and warranties under this Agreement), all at Borrower’s expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of each Borrower and Guarantor and the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor maintains its Guarantors maintain their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender create and perfect Lender’s lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Boston Biomedica Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal office(s) as set forth on Schedule 5.18B Exhibit C hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may shall reasonably requestrequest a sales and collections report for the preceding period, in form reasonably satisfactory to Lender. In addition, if after the Closing Date, Borrower's chief financial officer has actual knowledge that Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 have become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender upon an Event of Default, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, Lender or any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance continuation of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (BMJ Medical Management Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lenderupon Borrower’s receipt)written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor Guarantors (the results of which are to be consistent with Borrower’s representations): representations and warranties under this Agreement), all at Borrower’s expense: (i) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor Guarantors maintains its their respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) in the event that Borrower and Lender enter into a Lockbox Account other than the one in existence as of the Closing Date, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Teltronics Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts, Collateral in possession of Lender, Equipment and Inventory in transit and Collateral out for repair, refurbishment or finishing) will at all times be kept by Borrower the Borrowers at the locations set forth on Disclosure Schedule 5.18B 5.1(b) hereto and shall not, without thirty (30) calendar days prior concurrent written notice to Lender, be moved therefromtherefrom (other than to another such location set forth on Disclosure Schedule 5.1(b)), and in any case shall not be moved outside the continental United StatesState of California.
(b) Each Borrower shall keep true, correct, complete and accurate and complete records of its Accounts and all payments and collections thereon thereon, and shall submit such records to Lender on such periodic bases basis as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower Borrowers in an aggregate face amount in excess of $25,000 50,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables (except for subsection (c) in the definition of Eligible Receivables), such Borrower shall notify Lender in writing of such occurrence on the first (1st) Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, each Borrower shall execute and deliver to Lender formal written assignments of all of its their Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the ObligationsObligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending), such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lender’s receipt)Borrowers upon Borrowers' written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s 's officers, employees, representatives or agents shall have the rightright upon one (1) Business Day advance notice, at any time during normal business hours, in the name of Lender, Lender or any designee of Lender or BorrowerLender, to verify the validity, amount or any other matter relating to any Accounts of BorrowerBorrowers; provided, however, no advance notice shall be required during the continuance of a Default or Event of Default. Each Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, each Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) to notify Account Debtors owing Accounts that are Eligible Receivables to any Borrower (other than Medicaid/Medicare Account Debtors) that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s attorneys' fees, to BorrowerBorrowers, and (ii) Medicaid/Medicare Account Debtors that a Borrower has waived any and all defenses and counterclaims it may have or could interpose in any such action or procedure brought by Lender to obtain a court order recognizing the collateral assignment or Lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or Lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower Borrowers and any Guarantor (the results of which are to be consistent with Guarantors, all at Borrower’s representations): 's expense: (i) UCC uniform commercial code searches with the Secretary of State of the jurisdiction of organization of each Borrower and Credit Party and Guarantor and the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where any Borrower or Credit Party and/or any Guarantor maintains its Guarantors maintain their respective executive offices, a place of business or assets; and (ii) lien searches with the United States Patent and Trademark Office and the United States Copyright Office; and (iii) judgment, state and federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Each Borrower acknowledges that Lender has been granted a Lien upon and to all Accounts applicable to all Account Debtors and all Account Debtors shall make payments to the appropriate Lockbox Account, and to the extent any such Account Debtor is not making payments to the appropriate Lockbox Account or any Borrower's Lockbox Bank or other financial institution is not transferring all items, collections and remittances to the Concentration Account, each Borrower (i) covenants that it shall provide prompt written notice to its current bank and/or Lockbox Bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor (other than Medicaid/Medicare Account Debtors) that Lender has been granted a Lien upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and each Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender create and perfect Lender's Lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s 's request, each Borrower shall immediately promptly deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest Lien and all notes, certificates, certificates and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit Agreement (Integrated Healthcare Holdings Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except funds required to be deposited in the Controlled Deposit Accounts) will at all times be kept by Borrower Borrowers at the locations set forth on Schedule 5.18B 5.17B hereto and shall not, without thirty (30) calendar days prior concurrent written notice to Lender, be moved therefrom, except inventory being sold or transferred to another Borrower in the ordinary course of business, and in any case shall not be moved located (as that term is used in Section 9-301(2) of the UCC) outside the continental United States.
(b) Borrower Borrowers shall keep accurate and complete records of its their Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably request. In addition, if Upon ▇▇▇▇▇▇’s request after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and during the Borrowing Base shall thereupon be adjusted continuance of an Event of Default, but only to reflect such occurrence. If requested the extent permitted by LenderLaw, Borrower (i) Borrowers shall execute and deliver to Lender formal written assignments of all of its their Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto, and (ii) if ▇▇▇▇▇▇ seeks a court order for a complete assignment of the Borrowers’ Governmental Receivables, Borrowers shall enter into such additional assignments as ▇▇▇▇▇▇ may request, which assignments will be made contemporaneously with any such court order. To the extent that collections from such assigned accounts Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of BorrowerBorrowers, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lender’s receipt)Borrowers upon Borrowers’ written request.
(c) Whether or not an Event of Default has occurred, any Any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrowerhours upon reasonable prior notice to Borrowers, to verify the validity, amount or any other matter relating to any Accounts of BorrowerAccounts. Borrower Borrowers shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default to notify (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower Borrowers other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s attorneys’ fees, to BorrowerBorrowers, and (ii) Medicaid/Medicare Account Debtors that Borrowers have waived any and all defenses and counterclaims they may have or could interpose in any action or procedure brought by ▇▇▇▇▇▇ to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral and that Lender is seeking or may seek to obtain a court order recognizing the assignment or security interest and lien of Lender in and to any Account or Collateral, and that Lender is seeking or may seek to obtain a court order recognizing the assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretion, Lender will shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower Borrowers and Guarantors (the results of which are to be consistent with Borrower’s Borrowers’ representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s Borrowers’ reasonable expense: (xi) UCC searches with the Secretary of State and or local filing offices, as necessary, offices of the state where each jurisdiction where Borrower and/or any Guarantor is incorporated or formedorganized; and (yii) bankruptcy, judgment, federal federal, state and local tax lien and corporate and partnership tax lien litigation searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive officesin which such actions, a place of business or assetsLiens may be recorded.
(f) Borrower Borrowers (i) shall provide prompt written notice to their current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the appropriate Lockbox AccountControlled Deposit Account as set forth in Section 2.5, and Borrower Borrowers hereby authorizes authorize Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.and
Appears in 1 contract
Sources: Credit and Security Agreement
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the its principal office(s) or at such other locations as identified to Lender, all as set forth on Schedule 5.18B hereto SCHEDULE 4.15 and shall not, without at least thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may shall reasonably requestrequest a collections report for the preceding period, in form reasonably satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts, Borrower shall notify Lender of such occurrence on the first Business Day following the date on which Borrower first becomes aware of such occurrence occurrence, and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If After the occurrence and during the continuance of an Event of Default, if requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not After an Event of Default has occurred, and while it is continuing, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times thereafter, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s feesattorneys' fees (including both outside and in-house counsel), to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Collateral Administration. (a) All tangible Collateral (excluding Lockbox except Deposit Accounts) will at all times be kept by Borrower at the locations set forth on Schedule 5.18B hereto and shall not, without thirty (30) calendar days prior written notice to Lender, be moved therefrom, and in any case shall not be moved outside the continental United StatesStates except for shipments of Inventory in the ordinary course of business.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases as Lender may reasonably request. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestAccounts, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto; provided, that as long as no Default or Event of Default shall have occurred Lender shall not request the assignment of Accounts more than once per calendar month. To the extent that collections from such assigned accounts Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lenderupon Borrower’s receipt)written request.
(c) Whether or not an Event of Default has occurred, any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully reasonably with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretionsole discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): representations and warranties under this Agreement), all at Borrower’s expense: (i) UCC searches with the Secretary of State of the jurisdiction of organization of Borrower and the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor maintains its maintain their respective executive offices, a place of business or assets; (ii) lien searches with the United States Patent and Trademark Office; and (iiiii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days Business Days after the date of this Agreement (or ten (10) calendar days Business Days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender create and perfect Lender’s lien on any collateral and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Rita Medical Systems Inc)
Collateral Administration. (a) All tangible Collateral (excluding Lockbox Accountsexcept deposit accounts) will at all times be kept by Borrower at the locations its principal offices) as set forth on Schedule 5.18B 4.15 hereto and shall not, without thirty (30) calendar days the prior written notice to approval of Lender, be moved therefrom, and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Lender. In addition, if after the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 150,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible ReceivablesQualified Accounts or otherwise, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If reasonably requested by Lender, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly as Lender may requestweekly or daily, including which shall include all Accounts that are Eligible Receivables have been created since the date of the last assignment, together with copies of claims, invoices and/or or other information related thereto. To the extent that collections from such assigned accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided to Borrower (and in any event within two (2) Business Days of Lender’s receipt).
(c) Whether or not If an Event of Default has occurredoccurred and is continuing, any of Lender’s 's officers, employees, representatives employees or agents shall have the right, at any time during normal business hoursor times hereafter, in the name of Lender, any designee of Lender or Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowerby mail, telephone, telegraph or otherwise. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification process.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have retains the right at all times after the occurrence and during the continuance of an Event of Default (i) Default, subject to applicable law regarding Medicaid/Medicare Account Debtors, to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual the collection costs and expenses, including reasonable attorney’s attorneys' fees, to Borrower.
(e) Prior to the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s expense: (x) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain its respective executive offices, a place of business or assets.
(f) Borrower (i) shall direct each Account Debtor to make payments to the appropriate Lockbox Account, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents. At Lender’s request, Borrower shall immediately deliver to Lender all items for which Lender must receive possession to obtain a perfected security interest and all notes, certificates, and documents of title, Chattel Paper, warehouse receipts, Instruments, and any other similar instruments constituting Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Odyssey Healthcare Inc)
Collateral Administration. (a) All tangible Collateral (excluding except funds required to be deposited in the Lockbox Accounts) will at all times be kept by Borrower at the locations (including warehouses) set forth on Schedule 5.18B 5.18 hereto and shall not, without thirty (30) calendar days prior concurrent written notice to Lender, be moved therefrom, therefrom and in any case shall not be moved outside the continental United States.
(b) Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit such records to Lender on such periodic bases basis as Lender may reasonably request. In addition, if after After the Closing Date, Accounts of Borrower in an aggregate face amount in excess of $25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Receivables, Borrower shall notify Lender of such occurrence on the first Business Day following such occurrence and during the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by continuance of an Event of Default, and upon Lender’s request, Borrower shall execute and deliver to Lender formal written assignments of all of its Accounts that are Eligible Receivables monthly weekly or daily as Lender may request, including all Accounts that are Eligible Receivables created since the date of the last assignment, together with copies of claims, invoices and/or other information related thereto. To the extent that collections from such assigned accounts Accounts exceed the amount of the Obligations, such excess amount shall not accrue interest in favor of Borrower, but shall be promptly provided available to Borrower (and in any event within two (2) Business Days of Lenderupon Borrower’s receipt)written request.
(c) Whether or not an Event of Default has occurred, any Any of Lender’s officers, employees, representatives or agents shall have the right, at any time during normal business hours, in the name of Lender, any designee of Lender or hours upon reasonable prior notice to Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrower. Borrower shall cooperate fully with Lender in an effort to facilitate and promptly conclude such verification processverification.
(d) To expedite collection, Borrower shall endeavor in the first instance to make collection of its Accounts for Lender. Lender shall have the right at all times after the occurrence and during the continuance of an Event of Default (i) to notify Account Debtors owing Accounts that are Eligible Receivables to Borrower that their Accounts have been assigned to Lender and (ii) to collect such Accounts directly in its own name and to charge its reasonable and actual collection costs and expenses, including reasonable attorney’s attorneys’ fees, to Borrower.
(e) Prior to the Closing, as As and when determined by Lender in its Permitted Discretion, Lender will shall have the right to perform the searches described in clauses (i) and (ii) below against Borrower and any Guarantor (the results of which are to be consistent with Borrower’s representations): (i) UCC searches with the Secretary of State and local filing offices, as necessary, of each jurisdiction where Borrower and/or any Guarantor maintains its respective executive offices, a place of business or assets; and (ii) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction searched under clause (i) above. After the Closing, as and when determined by Lender in its Permitted Discretion, Lender will perform the searches described in clauses (x) and (y) below against Borrower and Guarantors (the results of which are to be consistent with Borrower’s representations and warranties under this Agreement), not more often than quarterly at Borrower’s expense, unless a Default or an Event of Default has occurred and is continuing in which case such searches shall be conducted as often as Lender deems reasonably appropriate at Borrower’s reasonable expense: (xi) UCC searches with the Secretary of State and local filing offices, as necessary, offices of each jurisdiction where Borrower and/or any Guarantor is incorporated or formed; and (y) judgment, federal tax lien and corporate and partnership tax lien searches, in each jurisdiction where Borrower and/or any Guarantor maintain maintains its respective executive offices, a place of business or assetsassets or in which they are organized; and (ii) judgment and federal, state and local tax lien searches, in each jurisdiction searched under clause (i) above.
(f) Borrower (i) shall provide prompt written notice to its current bank to transfer all items, collections and remittances to the Concentration Account, (ii) shall direct each Account Debtor to make payments to the appropriate Lockbox AccountAccount as set forth in Section 2.5, and Borrower hereby authorizes Lender, upon any failure to send such notices and directions within ten (10) calendar days after the date of this Agreement (or ten (10) calendar days after the Person becomes an Account Debtor), to send any and all similar notices and directions to such Account Debtors, (ii) shall provide prompt written notice to its current bank to transfer all items, collections and remittances in the Lockbox Accounts to the Concentration Account, (iii) after the occurrence and during the continuance of an Event of Default and upon Lender’s request, shall provide prompt written notice to each Account Debtor that Lender has been granted a lien and security interest in, upon and to all Accounts applicable to such Account Debtor and (iv) shall do anything further that may be lawfully and reasonably required by Lender to secure Lender and effectuate the intentions of the Loan Documents.
(g) As of the Closing Date, no Borrower has any ownership interest in any Chattel Paper (as defined in Article 9 of the UCC), letter of credit rights, commercial tort claims, Instruments, documents or investment property (other than equity interests in any Subsidiaries of such Borrower disclosed on Schedule 5.3) and Borrowers shall give notice to Lender promptly (but in any event not later than the delivery by Borrowers of the next Borrowing Certificate required pursuant to Section 2.4 above) upon the acquisition by any Borrower of any such Chattel Paper, letter of credit rights, commercial tort claims, Instruments, documents, investment property. At No Person other than any Lender has “control” (as defined in Article 9 of the UCC) over any Deposit Account, investment property (including securities accounts and commodities account), letter of credit rights or electronic chattel paper in which any Borrower has any interest (except for such control arising by operation of law in favor of any bank or securities intermediary or commodities intermediary with whom any Deposit Account, securities account or commodities account of Borrowers is maintained).
(h) Borrowers will conduct a physical count of the Inventory at least once per year and at such other times as Lender requests, and Borrowers shall provide to Lender a written accounting of such physical count in form and substance satisfactory to Lender. Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition. In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports in form and substance and from appraisers reasonably satisfactory to Lender stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries.
(i) In addition to the foregoing, from time to time, Lender may require Borrowers to obtain and deliver to Lender appraisal reports, at the Borrower’s requestexpense, in form and substance and from appraisers reasonably satisfactory to Lender stating the then current Orderly Liquidation Values, as required by the Lender, and fair market values of all or any portion of Inventory, Intellectual Property and furniture, fixtures and equipment owned by each Borrower or any Subsidiaries.
(j) Borrowers shall immediately not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor, or allow any credit or discount thereon (other than adjustments, settlements, compromises, credits and discounts in the ordinary course of business, made while no Default exists and in amounts which are not material with respect to the Account and which, after giving effect thereto, do not cause the Borrowing Base to be less than the Revolving Loans outstanding) without the prior written consent of Lender. Without limiting the generality of this Agreement or any other provisions of any of the Loan Documents relating to the rights of Lender after the occurrence and during the continuance of an Event of Default, Lender shall have the right at any time after the occurrence and during the continuance of an Event of Default to: (i) exercise the rights of Borrowers with respect to the obligation of any Account Debtor to make payment or otherwise render performance to Borrowers and with respect to any property that secures the obligations of any Account Debtor or any other Person obligated on the Collateral, and (ii) adjust, settle or compromise the amount or payment of such Accounts.
(k) Without limiting the generality of Sections 2.10(g) and (j):
(A) Borrowers shall deliver to Lender all items for tangible Chattel Paper and all Instruments and documents owned by any Borrower and constituting part of the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall provide Lender with “control” (as defined in Article 9 of the UCC) of all electronic Chattel Paper owned by any Borrower and constituting part of the Collateral by having Lender identified as the assignee on the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of control set forth in the UCC. Borrowers also shall deliver to Lender all security agreements securing any such Chattel Paper and securing any such Instruments. Borrowers will ▇▇▇▇ conspicuously all such Chattel Paper and all such Instruments and documents with a legend, in form and substance satisfactory to Lender, indicating that such Chattel Paper and such instruments and documents are subject to the security interests and Liens in favor of Lender created pursuant to this Agreement and the Security Documents.
(B) Borrowers shall deliver to Lender all letters of credit on which any Borrower is the beneficiary and which give rise to letter of credit rights owned by such Borrower which constitute part of the Collateral in each case duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Lender. Borrowers shall take any and all actions as may be necessary or desirable, or that Lender must receive possession may request, from time to time, to cause Lender to obtain exclusive “control” (as defined in Article 9 of the UCC) of any such letter of credit rights in a perfected manner acceptable to Lender.
(C) Borrowers shall promptly advise Lender upon any Borrower becoming aware that it has any interests in any commercial tort claim that constitutes part of the Collateral, which such notice shall include descriptions of the events and circumstances giving rise to such commercial tort claim and the dates such events and circumstances occurred, the potential defendants with respect such commercial tort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and Borrowers shall, with respect to any such commercial tort claim, execute and deliver to Lender such documents as Lender shall request to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to any such commercial tort claim.
(D) Except for Accounts and Inventory in an aggregate amount of $25,000, no Accounts or Inventory or other Collateral shall at any time be in the possession or control of any warehouse, consignee, bailee or any of Borrowers’ agents or processors without prior written notice to Lender and the receipt by Lender, if Lender has so requested, of warehouse receipts, consignment agreements or bailee lien waivers (as applicable) satisfactory to Lender prior to the commencement of such possession or control. Borrower has notified Lender that Inventory is currently located at the locations set forth on Schedule 5.18. Borrowers shall, upon the request of Lender, notify any such warehouse, consignee, bailee, agent or processor of the security interest interests and Liens in favor of Lender created pursuant to this Agreement and the Loan Documents, instruct such Person to hold all such Collateral for Lender’s account subject to Lender’s instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for Lender’s benefit.
(E) Borrowers shall cause all equipment and other tangible Personal Property other than Inventory to be maintained and preserved in the same condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or cause to be made all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Upon request of Lender, Borrowers shall promptly deliver to Lender any and all notes, certificates, and documents certificates of title, Chattel Paperapplications for title or similar evidence of ownership of all such tangible Personal Property and shall cause Lender to be named as lienholder on any such certificate of title or other evidence of ownership. Borrowers shall not permit any such tangible Personal Property to become fixtures to real estate unless such real estate is subject to a Lien in favor of Lender.
(F) Each Borrower acknowledges that Lender is authorized to file without the signature of such Borrower one or more UCC financing statements relating to liens on personal property relating to all or any part of the Collateral, warehouse receiptswhich financing statements may list Lender as the “secured party” and such Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Loan Documents (including an indication of the collateral covered by any such financing statement as “all assets” of such Borrower now owned or hereafter acquired), Instrumentsin such jurisdictions as Lender from time to time determines are appropriate, and to file without the signature of such Borrower any continuations of or corrective amendments to any such financing statements, in any such case in order for Lender to perfect, preserve or protect the Liens, rights and remedies of Lender with respect to the Collateral. Each Borrower also ratifies its authorization for Lender to have filed in any jurisdiction any initial UCC financing statements or amendments thereto if filed prior to the date hereof.
(G) As of the Closing Date, no Borrower holds, and after the Closing Date Borrowers shall promptly notify Lender in writing upon creation or acquisition by any Borrower of, any Collateral which constitutes a claim against any Governmental Authority, including, without limitation, the federal government of the United States or any instrumentality or agency thereof, the assignment of which claim is restricted by any applicable Law, including, without limitation, the federal Assignment of Claims Act and any other similar instruments constituting Collateralcomparable Law. If any Collateral at any time constitutes a claim against a Governmental Authority, upon the request of Lender, Borrowers shall take such steps as may be necessary or desirable, or that Lender may reasonably request, to comply with any such applicable Law.
(H) Borrowers shall furnish to Lender from time to time any statements and schedules further identifying or describing the Collateral and any other information, reports or evidence concerning the Collateral as Lender may reasonably request from time to time.
Appears in 1 contract