Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof. (b) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Agent requests any Debtor to do so: (i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or (ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent. (c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other Collateral. (d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 3 contracts
Sources: Security Agreement (Nobel Learning Communities Inc), Security Agreement (Nobel Learning Communities Inc), Security Agreement (Nobel Learning Communities Inc)
Collection of Receivables. (a) Except as otherwise provided in this Security Agreement, each the Debtor shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of Whether or not any Event of Default, Default has occurred which has not been waived in writing by the Secured Party and whether or not the Agent Secured Party has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent Secured Party requests any the Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such the Debtor, be immediately endorsed to and deposited with Agentthe Secured Party; and/or
(ii) such the Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Secured Party and which are maintained at one or more post offices office(s) in Milwaukee, Wisconsin selected by the AgentSecured Party.
(c) Upon the occurrence and during the continuation of any Event of Default which has not been waived in writing by the Secured Party or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under the other provisions of this Section 65, the Agent Secured Party or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Secured Party or of the AgentSecured Party’s security interest therein, and either in its own name, or such the Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the AgentSecured Party’s discretion file any claim or take any other action or proceeding which the Agent Secured Party may deem necessary or appropriate to protect and or realize upon the security interest of the Agent Secured Party in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Secured Party pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent Secured Party in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Secured Party, and each the Debtor acknowledges that the maintenance of such remittance accounts account by the Agent Secured Party is solely for the AgentSecured Party’s convenience and that the Debtors do Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent Secured Party may, after the occurrence and during the continuation of any Event of Default which has not been waived in writing by the Secured Party or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent Secured Party may from time to time in its discretion determine, but not less often than once each week. The Agent Secured Party need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Secured Party has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Milwaukee, Wisconsin, acceptable to the Agent and the Depositary Bank Secured Party as such. However, if the Agent Secured Party does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Secured Party fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Secured Party for any reason, the Agent Secured Party may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account account of any the Debtor subject to maintained with the lien and security interest of this AgreementSecured Party, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent Secured Party with a report in such form as Agent the Secured Party shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has or an event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default shall have occurred and is continuingbe continuing and which has not been waived in writing by the Secured Party, the Agent Secured Party will release proceeds of Collateral which the Agent Secured Party has not applied to the Secured Obligations as provided above from the remittance account from time to time promptly after receipt thereof. Each The Debtor hereby indemnifies the Secured Creditors Party from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and reasonable attorneys’ fees suffered or incurred by any the Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no the Debtor shall not be required to indemnify any the Secured Creditor Party for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedSecured Party. The Secured Creditors Party shall have no liability or responsibility to any the Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 3 contracts
Sources: Security Agreement (Twin Disc Inc), Security Agreement, Security Agreement (Twin Disc Inc)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Default or Event of Default, whether or not the Collateral Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Collateral Agent requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Collateral Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Collateral Agent and which are maintained at one or more post offices selected by the Collateral Agent.
(c) Upon the occurrence and during the continuation of any Default or Event of Default, whether or not the Collateral Agent has exercised any of its other rights under the other provisions of this Section 6, the Collateral Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Collateral Agent or of the Collateral Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Collateral Agent’s discretion file any claim or take any other action or proceeding which the Collateral Agent may deem necessary or appropriate to protect and realize upon the security interest of the Collateral Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Collateral Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Collateral Agent in and through a remittance account or accounts maintained at the Collateral Agent or by the Collateral Agent at a commercial bank or banks selected by the Collateral Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Collateral Agent is solely for the Collateral Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Collateral Agent may, after the occurrence and during the continuation of any Default or Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Collateral Agent may from time to time in its discretion determine, but not less often than once each week. The Collateral Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Collateral Agent and the Depositary Bank as such. However, if the Collateral Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Collateral Agent or any Depositary Bank for any reason, the Collateral Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Collateral Agent’s request, the relevant Debtor shall furnish the Collateral Agent with a report in such form as Collateral Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until a Default or an Event of Default has occurred and is continuing, the Collateral Agent will release proceeds of Collateral which the Collateral Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, provided that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Collateral Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 2 contracts
Sources: Credit Agreement (Arthrocare Corp), Credit Agreement (Arthrocare Corp)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under other provisions of this Section 6, in the event the Agent Secured Party requests any Debtor the Debtors to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such each Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 2 contracts
Sources: Security Agreement (Unified Western Grocers Inc), Security Agreement (Unified Western Grocers Inc)
Collection of Receivables. (a) Except as otherwise provided in this Security Agreement, each the Debtor shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of Whether or not any Event of Default, Default has occurred which has not been waived in writing by the Secured Party and whether or not the Agent Secured Party has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent Secured Party requests any the Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such the Debtor, be immediately endorsed to and deposited with Agentthe Secured Party; and/or
(ii) such the Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Secured Party and which are maintained at one or more post offices office(s) in Milwaukee, Wisconsin selected by the AgentSecured Party.
(c) Upon the occurrence and during the continuation of any Event of Default which has not been waived in writing by the Secured Party or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under the other provisions of this Section 65, the Agent Secured Party or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Secured Party or of the AgentSecured Party’s security interest therein, and either in its own name, or such the Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the AgentSecured Party’s discretion file any claim or take any other action or proceeding which the Agent Secured Party may deem necessary or appropriate to protect and or realize upon the security interest of the Agent Secured Party in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Secured Party pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent Secured Party in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Secured Party, and each the Debtor acknowledges that the maintenance of such remittance accounts account by the Agent Secured Party is solely for the AgentSecured Party’s convenience and that the Debtors do Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent Secured Party may, after the occurrence and during the continuation of any Event of Default which has not been waived in writing by the Secured Party or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent Secured Party may from time to time in its discretion determine, but not less often than once each week. The Agent Secured Party need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Secured Party has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Milwaukee, Wisconsin, acceptable to the Agent and the Depositary Bank Secured Party as such. However, if the Agent Secured Party does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Secured Party fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Secured Party for any reason, the Agent Secured Party may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account account of any the Debtor subject to maintained with the lien and security interest of this AgreementSecured Party, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent Secured Party with a report in such form as Agent the Secured Party shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has or an event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default shall have occurred and is continuingbe continuing and which has not been waived in writing by the Secured Party, the Agent Secured Party will release proceeds of Collateral which the Agent Secured Party has not applied to the Secured Obligations as provided above from the remittance account from time to time time, promptly after receipt thereof. Each The Debtor hereby indemnifies the Secured Creditors Party from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and reasonable attorneys’ fees suffered or incurred by any the Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no the Debtor shall not be required to indemnify any the Secured Creditor Party for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedSecured Party. The Secured Creditors Party shall have no liability or responsibility to any the Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 2 contracts
Sources: Guarantor Security Agreement (Twin Disc Inc), Guarantor Security Agreement (Twin Disc Inc)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any After an Event of DefaultDefault occurs and is continuing, whether or not Agent is authorized and empowered (which authorization and power, being coupled with an interest, is irrevocable until the Agent has exercised any last to occur of its other rights under other provisions termination of this Section 6, Agreement and payment and performance in full of all of the event the Agent requests any Debtor to do soObligations) in its sole and absolute discretion:
(i) all Instruments To endorse in any Borrower's name and tangible Chattel Paper at to collect any time constituting part chattel paper, checks, notes, drafts, instruments or other items of payment tendered to or received by Agent in payment of any receivable included in the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/orCollateral;
(ii) such Debtor shall instruct all customers and To notify, either in Agent's name or any Borrower's name, and/or to require any Borrower to notify, any account debtors to remit all payments debtor or any other Person obligated under or in respect of Receivables any receivable included in the Collateral, of the fact of Agent's Lien thereon and of the collateral assignment thereof to Agent;
(iii) To direct, either in Agent's name or any Borrower's name, and/or to require any Borrower to direct, any account debtor or other Collateral to a lockbox Person obligated under or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation in respect of any Event receivable to make payment directly to Agent of Default, whether or not the Agent has exercised any of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivablesthereunder or with respect thereto; and
(iv) To demand, collect, surrender, release or exchange all or part of any receivable or any amounts due thereunder or with respect thereto, or compromise or extend or renew for any period (whether or not longer than the initial period) any and all sums which are now or may hereafter become due or owing upon or with respect to any receivable included in the Collateral, or enforce, by suit or otherwise, payment or performance of any receivable either in Agent’s discretion file any claim 's own name or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or name of any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted Borrower. Under no circumstances shall Agent be under any duty to or otherwise received by the Agent pursuant act in regard to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereofforegoing matters. The Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source costs relating to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to matters, including reasonable attorneys' fees and out-of-pocket expenses, shall be borne solely by Borrowers whether the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.same are incurred
Appears in 2 contracts
Sources: Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor the Debtors shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any of its other rights under other provisions of this Section 6, in In the event the Agent Secured Party requests any Debtor to do soso during the existence of an Event of Default:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agentthe Secured Party; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Secured Party and which are maintained at one or more post offices office(s) in Chicago, Illinois selected by the AgentSecured Party.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under the other provisions of this Section 65, the Agent Secured Party or its designee may notify the relevant Debtor’s Debtors’ customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Secured Party or of the AgentSecured Party’s security interest therein, and either in its own name, or such the relevant Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound compound, and give acquittance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the AgentSecured Party’s discretion file any claim or take any other action or proceeding which the Agent Secured Party may deem reasonably necessary or appropriate to protect and or realize upon the security interest of the Agent Secured Party in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Secured Party pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent Secured Party in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Secured Party, and each Debtor acknowledges the Debtors acknowledge that the maintenance of such remittance accounts account by the Agent Secured Party is solely for the AgentSecured Party’s convenience and that the Debtors do not have any right, title title, or interest in such remittance accounts or any amounts at any time standing to the credit thereofaccount. The Agent Secured Party may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent Secured Party may from time to time in its discretion determine, but not less often than once each week. The Agent Secured Party need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Secured Party has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank Secured Party as such. However, if the Agent Secured Party does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Secured Party fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Secured Party for any reason, the Agent Secured Party may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account account of any the relevant Debtor subject to maintained with the lien and security interest of this AgreementSecured Party, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s requestreasonable request of the Secured Party, the relevant each Debtor shall furnish the Agent Secured Party with a report in such form as Agent the Secured Party shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has shall have occurred and is be continuing, the Agent Secured Party will release proceeds of Collateral which the Agent Secured Party has not applied to the Secured Obligations as provided above from the remittance account from time to time promptly after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors Party from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable out-of-pocket costs, expenses, charges, charges and attorneys’ fees suffered or incurred by any the Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any the Secured Creditor Party for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedSecured Party. The Secured Creditors Party shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 2 contracts
Sources: Security Agreement (Accretive Health, Inc.), Security Agreement (Accretive Health, Inc.)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound its ordinary business practice practices and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation continuance of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Collateral Agent requests makes a written request for any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checkschecks but other than any checks received and deposited in the ordinary course of business) shall, upon receipt by such Debtor, be immediately promptly endorsed to and deposited with Collateral Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Collateral Agent and which are maintained at one or more post offices selected by the Collateral Agent.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under the other provisions of this Section 6, the Collateral Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Collateral Agent or of the Collateral Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Collateral Agent’s reasonable discretion file any claim or take any other action or proceeding which the Collateral Agent may reasonably deem necessary or appropriate to protect and realize upon the security interest of the Collateral Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Collateral Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Collateral Agent in and through a remittance account or accounts maintained at the Collateral Agent or by the Collateral Agent at a commercial bank or banks selected by the Collateral Agent with reasonable care (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Collateral Agent is solely for the Collateral Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereofconvenience. The Collateral Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and orderpursuant to the terms of the Bridge Loan Agreement, and at such intervals as the Collateral Agent may from time to time in its discretion determine, but not less often than once each week. The Collateral Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit reasonably acceptable to the Collateral Agent and the Depositary Bank as such. However, if the Collateral Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Collateral Agent or any Depositary Bank for any reason, the Collateral Agent may at its election in either instance charge the amount of such item back against any such remittance accounts accounts. After all Events of Default have been cured or any Deposit Account of any Debtor subject waived, the Collateral Agent shall promptly return to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant applicable Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release all proceeds of Collateral which the Collateral Agent has not applied to the Secured Obligations as provided above from the remittance account from time account, as well as all Instruments and tangible Chattel Paper delivered to time after receipt thereofthe Collateral Agent pursuant to Section 6(b)(i) hereof. Each Debtor hereby indemnifies Notwithstanding the foregoing, each Secured Creditors from Party shall be obligated to refund and against all liabilities, damages, losses, actions, claims, judgments, return any and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred amounts paid by any Debtor to such Secured Creditor because of the maintenance of the foregoing arrangements; providedParty for fees, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing expenses or damages to the extent they arise solely from such Secured Party is not entitled to payment of such amounts in accordance with the gross negligence or willful misconduct of the person seeking to be indemnifiedterms hereof. The Secured Creditors Parties shall have no liability or responsibility to any Debtor for the Collateral Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 2 contracts
Sources: Bridge Security Agreement (Western Digital Corp), Bridge Loan Agreement (Western Digital Corp)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound its ordinary business practice practices and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation continuance of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Collateral Agent requests makes a written request for any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checkschecks but other than any checks received and deposited in the ordinary course of business) shall, upon receipt by such Debtor, be immediately promptly endorsed to and deposited with Collateral Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Collateral Agent and which are maintained at one or more post offices selected by the Collateral Agent.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under the other provisions of this Section 6, the Collateral Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Collateral Agent or of the Collateral Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Collateral Agent’s reasonable discretion file any claim or take any other action or proceeding which the Collateral Agent may reasonably deem necessary or appropriate to protect and realize upon the security interest of the Collateral Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Collateral Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Collateral Agent in and through a remittance account or accounts maintained at the Collateral Agent or by the Collateral Agent at a commercial bank or banks selected by the Collateral Agent with reasonable care (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Collateral Agent is solely for the Collateral Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereofconvenience. The Collateral Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and orderpursuant to the terms of the Indenture, and at such intervals as the Collateral Agent may from time to time in its discretion determine, but not less often than once each week. The Collateral Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit reasonably acceptable to the Collateral Agent and the Depositary Bank as such. However, if the Collateral Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Collateral Agent or any Depositary Bank for any reason, the Collateral Agent may at its election in either instance charge the amount of such item back against any such remittance accounts accounts. After all Events of Default have been cured or any Deposit Account of any Debtor subject waived, the Collateral Agent shall promptly return to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant applicable Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release all proceeds of Collateral which the Collateral Agent has not applied to the Secured Obligations as provided above from the remittance account from time account, as well as all Instruments and tangible Chattel Paper delivered to time after receipt thereofthe Collateral Agent pursuant to Section 6(b)(i) hereof. Each Debtor hereby indemnifies Notwithstanding the foregoing, each Secured Creditors from Party shall be obligated to refund and against all liabilities, damages, losses, actions, claims, judgments, return any and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred amounts paid by any Debtor to such Secured Creditor because of the maintenance of the foregoing arrangements; providedParty for fees, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing expenses or damages to the extent they arise solely from such Secured Party is not entitled to payment of such amounts in accordance with the gross negligence or willful misconduct of the person seeking to be indemnifiedterms hereof. The Secured Creditors Parties shall have no liability or responsibility to any Debtor for the Collateral Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 2 contracts
Sources: Security Agreement (Western Digital Corp), Indenture (Western Digital Corp)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each the Debtor shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent Secured Party requests any the Debtor to do so:
(i) all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such the Debtor, be immediately endorsed to and deposited with Agentthe Secured Party; and/orand/or -11-
(ii) such the Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Secured Party and which are maintained at one or more post offices office(s) in Chicago, Illinois selected by the AgentSecured Party.
(c) Upon the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under the other provisions of this Section 65, the Agent Secured Party or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Secured Party or of the Agent’s Secured Party's security interest therein, and either in its own name, or such the Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ sue for, compound and give acquittance acquitta▇▇▇ for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the Agent’s Secured Party's discretion file any claim or take any other action or proceeding which the Agent Secured Party may deem necessary or appropriate to protect and or realize upon the security interest of the Agent Secured Party in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Secured Party pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent Secured Party in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Secured Party, and each the Debtor acknowledges that the maintenance of such remittance accounts account by the Agent Secured Party is solely for the Agent’s Secured Party's convenience and that the Debtors do Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent Secured Party may, after the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent Secured Party may from time to time in its discretion determine, but not less often than once each week. The Agent Secured Party need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Secured Party has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank Secured Party as such. However, if the Agent Secured Party does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Secured Party fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Secured Party for any reason, the Agent Secured Party may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account depository account of any the Debtor subject to maintained with the lien and security interest of this AgreementSecured Party, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant -12- Debtor shall furnish the Agent Secured Party with a report in such form as Agent the Secured Party shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each The Debtor hereby indemnifies the Secured Creditors Party from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and reasonable attorneys’ ' fees suffered or incurred by any the Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no the Debtor shall not be required to indemnify any the Secured Creditor Party for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedSecured Party. The Secured Creditors Party shall have no liability or responsibility to any the Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 2 contracts
Sources: Security Agreement (Champion Financial Corp /Md/), Security Agreement (Champion Financial Corp /Md/)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation continuance of any Default or Event of Default, whether or not the Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Agent requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Credit Agreement (CTS Corp)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon During the occurrence and during the continuation existence of any Default or Event of Default, whether or not immediately upon the Agent has exercised any of its other rights under other provisions of this Section 6Agent's request, in the event the Agent requests any each Debtor to do sohereby agrees that:
(i) all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/orand
(ii) such Debtor shall instruct all of its customers and account debtors to remit all payments in respect of its Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Default or Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 65, the Agent or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, and either in its own name, or such Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other CollateralReceivables.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “"Depositary Banks” " and individually a “"Depositary Bank”"), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s 's convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after During the occurrence and during the continuation existence of any Default or Event of Default, the Agent may apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each weekdetermine in accordance with the terms of the Credit Agreement. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account depository account of any Debtor subject to the lien and security interest of this Agreementmaintained with any Secured Creditor, together with interest thereon at the Default Rate. Concurrently with each transmission by a Debtor of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s 's request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ ' fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangementsarrangements described in this Section 5(d); provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any other Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Security Agreement (Mississippi Chemical Corp /MS/)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor the Company shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of Whether or not any Default or Event of Default, Default has occurred hereunder and whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent requests any Debtor the Company to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtorthe Company, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor the Company shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Default or Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 65, the Agent or its designee may notify the relevant Debtor’s Company's customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, and either in its own name, or such Debtor’s the Company's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ sue for, compound and give acquittance for any or all amounts due or to ▇▇ become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may deem reasonably necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other CollateralReceivables.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually each a “"Depositary Bank”"), and each Debtor the Company acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s 's convenience and that the Debtors do Company does not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, may apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the relevant Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the relevant Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account depository account of any Debtor subject to the lien and security interest of this AgreementCompany maintained with the Agent, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor Company shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.or
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor shall instruct all of its customers and account debtors to remit all payments in respect of its Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 65, the Agent or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, and either in its own name, or such Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other CollateralReceivables.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof after the occurrence and during the continuation of any Event of Default may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” "DEPOSITARY BANKS" and individually a “Depositary Bank”"DEPOSITARY BANK"), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s 's convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereofthereof unless the Secured Obligations have been repaid in full. The Agent may, after the occurrence and during the continuation of any Event of Default, may apply all or any part of any proceeds of Receivables or other Collateral received by it after the occurrence and during the continuation of any Event of Default from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as required by the Agent may from time to time in its discretion determine, but not less often than once each weekCredit Agreement and Section 10 hereof. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreementhereof, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s 's request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ ' fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; providedPROVIDED, howeverHOWEVER, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person Person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any other Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Default or Event of Default, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 65, in upon the event the Agent requests any Agent's request, each Debtor to do sohereby agrees that:
(i) all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/orand
(ii) such Debtor shall instruct all of its customers and account debtors to remit all payments in respect of its Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 65, the Agent or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, and either in its own name, or such Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, sue ▇▇▇ for▇, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other CollateralReceivables.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “"Depositary Banks” " and individually a “"Depositary Bank”"), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s 's convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after In the occurrence and during the continuation absence of any Default or Event of Default, the proceeds of Receivables and such other Collateral shall be made available to the relevant Debtor in accordance with Section 6.1 of the Credit Agreement; and during the existence of any Default or Event of Default, the Agent may apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each weekdetermine in accordance with the terms of the Credit Agreement. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account depository account of any Debtor subject to the lien and security interest of this Agreementmaintained with any Secured Creditor, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s 's request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ ' fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Multicurrency Credit Agreement (Titan International Inc)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection Regardless of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any whether an Event of DefaultDefault has occurred and is continuing, and regardless of whether or not the Agent Lender has exercised any or all of its other rights under other provisions of this Section 6Agreement or any other Credit Document, and without prejudice to any other right or remedy available to the Lender at law or in equity, if the event the Agent Lender requests any Debtor Credit Party to do so:
(i) all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables or any other Collateral (including any postdated checkspost-dated cheques) shall, upon receipt by such DebtorCredit Party, be immediately endorsed to and deposited with Agentthe Lender; and/orand
(ii) such Debtor the Credit Party shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of of, and in such locations as are specified by, the Agent and which are maintained at one Lender or more post offices selected by to a blocked account or blocked accounts, satisfactory to the AgentLender.
(cb) Upon the occurrence and during the continuation of any If an Event of DefaultDefault has occurred and is continuing, whether or not the Agent has exercised and without prejudice to any of its other rights under or remedies available to the other provisions of this Section 6Lender at law or in equity, the Agent Lender or its designee may notify the relevant Debtorany Credit Party’s customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Lender or of the AgentLender’s security interest therein, and (subject to the provisions of the Intercreditor Agreement) either in its own name, or such Debtor’s the applicable Credit Parties’ name, or both, demand, collect (including, without limitation, through a lockbox or blocked account analogous to that described in Section 6(b)(ii) hereof13.1(h)(9)(a)(ii)), receive, receipt for, ▇▇▇ forbring enforcement proceedings in respect of, compound and give acquittance for acquittances for, any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the AgentLender’s discretion file any claim or take any other action or proceeding which the Agent Lender may deem necessary or appropriate to protect and or realize upon the security interest Lien of the Agent Lender in the Receivables or any other Collateral.
(dc) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Lender pursuant to any of the provisions of Sections 6(bSection 13.1(9)(a) or 6(cand Section 13.1(9)(b) hereof may be handled and administered by the Agent Lender in and through a one or more remittance account or accounts maintained at the Agent or by Lender (such remittance accounts to constitute special restricted accounts for purposes of and subject to the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”provisions of this Agreement), and each Debtor Credit Party acknowledges that the maintenance of such remittance accounts by the Agent Lender is solely for the AgentLender’s convenience and that the Debtors do not have no Credit Party has any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent may, after .
(d) Upon the occurrence and during the continuation of any an Event of DefaultDefault and/or in the circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, the Lender shall apply all or any part of any proceeds of Receivables or and other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable, but in circumstances where there is not sufficient Borrowing Base to support the Accommodations Outstanding, only to the extent required to reduce the Accommodations Outstanding to the Borrowing Base), such applications to be made in such amountsaccordance with Section 9.1(2). Except for purposes of computing interest on the Obligations in accordance with this Agreement, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent Lender need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Lender has received final payment therefor at its office in cash or final solvent credits current at the site of deposit Cash Equivalents, acceptable to the Agent and the Depositary Bank as such. HoweverLender; provided that, if the Agent Lender does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Lender fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Lender for any reason, the Agent may at its election in either instance Lender shall be entitled to charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to maintained with the lien and security interest of this AgreementLender, together with interest thereon at the Default Raterate referred to in Section 3.6(2) hereof which applies to Loans in the currency of the amount involved. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s requestDeposit Account, the relevant Debtor Borrowers shall furnish the Agent Lender with a report in such form as Agent the Lender shall reasonably require require, identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Credit Agreement (Village Farms International, Inc.)
Collection of Receivables. (a) Except as otherwise provided in this Security Agreement, each the Debtor shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of Whether or not any Event of Default, Default has occurred and whether or not the Agent Secured Party has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent Secured Party requests any the Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such the Debtor, be immediately endorsed to and deposited with Agentthe Secured Party; and/or
(ii) such the Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Secured Party and which are maintained at one or more post offices office(s) in Chicago, Illinois selected by the AgentSecured Party.
(c) Upon the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under the other provisions of this Section 65, the Agent Secured Party or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Secured Party or of the AgentSecured Party’s security interest therein, and either in its own name, or such the Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance acquaintance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the AgentSecured Party’s discretion file any claim or take any other action or proceeding which the Agent Secured Party may deem necessary or appropriate to protect and or realize upon the security interest of the Agent Secured Party in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Secured Party pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent Secured Party in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Secured Party, and each the Debtor acknowledges that the maintenance of such remittance accounts account by the Agent Secured Party is solely for the AgentSecured Party’s convenience and that the Debtors do Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent Secured Party may, after the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent Secured Party may from time to time in its discretion determine, but not less often than once each week. The Agent Secured Party need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Secured Party has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank Secured Party as such. However, if the Agent Secured Party does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Secured Party fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Secured Party for any reason, the Agent Secured Party may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account account of any the Debtor subject to maintained with the lien and security interest of this AgreementSecured Party, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent Secured Party with a report in such form as Agent the Secured Party shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuingor an event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default shall have occurred, the Agent Secured Party will release proceeds of Collateral which the Agent Secured Party has not applied to the Secured Obligations as provided above from the remittance account from time to time time, or promptly after receipt thereof. Each The Debtor hereby indemnifies the Secured Creditors Party from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ fees suffered or incurred by any the Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no the Debtor shall not be required to indemnify any the Secured Creditor Party for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedSecured Party. The Secured Creditors Party shall have no liability or responsibility to any the Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Agent requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any of its other rights under the other provisions of this Section 69.3, the Agent or its designee may notify the relevant Debtor’s customers and account debtors Corporation will continue to collect, at any time that Receivables have been assigned to the Agent or of the Agent’s security interest therein, and either in its own nameexpense, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivablesthe Corporation under the Receivables and the Related Contracts. In connection with such collections, and in the Corporation may take (and, at the Administrative Agent’s discretion file any claim 's direction, will take) such action as the Corporation or take any other action or proceeding which the Administrative Agent may deem necessary or appropriate advisable to protect and realize upon the security interest enforce collection of the Agent in Receivables and the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Related Contracts; PROVIDED, and each Debtor acknowledges HOWEVER, that the maintenance of such remittance accounts by Administrative Agent shall have the Agent is solely for the Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts right at any time standing to the credit thereof. The Agent maytime, after upon the occurrence and during the continuation continuance of any a Default under Section 7.01(a) or (f) of the Credit Agreement or upon the occurrence of an Event of Default, apply in its sole discretion and upon written notice to the Corporation of its intention to do so, to notify the Obligors under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Administrative Agent and to direct such Obligors to make payment of all amounts due or any part to become due to the Corporation thereunder directly to the Administrative Agent and, upon such notification and at the expense of the Corporation, to enforce collection of any proceeds of such Receivables or other Collateral Related Contracts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Corporation might have done. After receipt by the Corporation of the notice from the Administrative Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by it the Corporation in respect of the Receivables and the Related Contracts of the Corporation shall be received in trust for the benefit of the Administrative Agent hereunder, shall be segregated from any source other funds of the Corporation and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) to be deposited in a cash collateral account in the name of the Administrative Agent, and either (A) released to the Corporation so long as no default under Section 7.01(a) or (f) of the Credit Agreement or Event of Default shall have occurred and be continuing, or (B) if any default under Section 7.01(a) or (f) of the Credit Agreement or Event of Default shall have occurred and be continuing, applied as provided in Section 17.4, and (ii) the Corporation will not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any Obligor thereof, or allow any credit or discount thereon without the Secured Obligations consent of the Administrative Agent. Upon the occurrence and during the continuance, of a Default under Section 7.01(a) or (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as f) of the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Credit Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until occurrence of an Event of Default has occurred and is continuingDefault, the Agent Corporation will release proceeds of Collateral which the Agent has not applied permit or consent to the Secured Obligations as provided above from the remittance account from time subordination of its right to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for payment under any of the foregoing Receivables or the Related Contracts to the extent they arise solely from the gross negligence any other indebtedness or willful misconduct obligations of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittanceObligor thereof.
Appears in 1 contract
Sources: Security Agreement (Accuride Corp)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each the Debtor shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent Secured Party requests any the Debtor to do so:
(i) all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such the Debtor, be immediately endorsed to and deposited with Agentthe Secured Party; and/or
(ii) such the Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Secured Party and which are maintained at one or more post offices office(s) in Chicago, Illinois selected by the AgentSecured Party.
(c) Upon the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under the other provisions of this Section 65, the Agent Secured Party or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Secured Party or of the Agent’s Secured Party's security interest therein, and either in its own name, or such the Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ sue for, compound and give acquittance acquitta▇▇▇ for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the Agent’s Secured Party's discretion file any claim or take any other action or proceeding which the Agent Secured Party may deem necessary or appropriate to protect and or realize upon the security interest of the Agent Secured Party in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Secured Party pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent Secured Party in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Secured Party, and each the Debtor acknowledges that the maintenance of such remittance accounts account by -11- the Agent Secured Party is solely for the Agent’s Secured Party's convenience and that the Debtors do Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent Secured Party may, after the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent Secured Party may from time to time in its discretion determine, but not less often than once each week. The Agent Secured Party need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Secured Party has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank Secured Party as such. However, if the Agent Secured Party does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Secured Party fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Secured Party for any reason, the Agent Secured Party may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account depository account of any the Debtor subject to maintained with the lien and security interest of this AgreementSecured Party, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent Secured Party with a report in such form as Agent the Secured Party shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each The Debtor hereby indemnifies the Secured Creditors Party from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and reasonable attorneys’ ' fees suffered or incurred by any the Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no the Debtor shall not be required to indemnify any the Secured Creditor Party for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedSecured Party. The Secured Creditors Party shall have no liability or responsibility to any the Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided The Borrower will cause all moneys, checks, notes, drafts and other payments relating to or constituting proceeds of Receivables, or of any other Collateral, to be deposited in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business an Agency Account in accordance with sound business practice the procedures set out in the corresponding Agency Account Agreement; or, at the Borrower's option (or, upon the occurrence of a Default or Event of Default, at the Agent's request) the Borrower will advise each Account Debtor to address all remittances with respect to amounts payable on account of any Receivables to a specified Lockbox, and otherwise subject stamp all invoices relating to any such amounts with a legend satisfactory to the terms hereofAgent indicating that payment is to be made to the Borrower via a specified Lockbox.
(b) Upon the occurrence The Borrower and during the continuation of any Event of Default, whether or not the Agent has exercised any of its other rights under other provisions of this Section 6, shall cause all collected balances in each Agency Account or Lockbox to be transmitted daily by wire transfer or depository transfer check or automated clearinghouse ("ACH") transfer in accordance with the procedures set forth in the event corresponding Agency Account Agreement or Lockbox Agreement to the Agent requests any Debtor to do so:at the Agent's Office,
(i) all Instruments and tangible Chattel Paper at any time constituting part for application, on account of the Receivables (including any postdated checks) shallSecured Obligations, as provided in Sections 2.3(a), 14.2 and 14.3, such credits to be entered upon receipt by such Debtorand to be conditioned upon final payment in cash or solvent credits of the items giving rise to them, be immediately endorsed to and deposited with Agent; and/orand
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in with respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b) balance remaining after such application, so long as no Default or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, for transfer to such account of the Borrower as the Borrower and the Agent may agree.
(c) Any moneys, checks, notes, drafts or other payments referred to in subsection (a) of this Section 8.1 which are received by or on behalf of the Borrower will release proceeds of Collateral which be held in trust for the Lenders and will be delivered to the Agent has not applied to at the Secured Obligations Agent's Office as provided above from promptly as possible in the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies exact form received, together with any necessary endorsements.
(d) Notwithstanding the Secured Creditors from and against all liabilitiesprovisions of Section 8.1 (b) or (c), damages, losses, actions, claims, judgmentsso long as (x) no Default or Event of Default exists hereunder, and all reasonable costs(y) the Borrower has Availability in an amount in excess of $10,000,000, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall Borrower will not be required to indemnify any Secured Creditor for any comply with the requirements of the foregoing to the extent they arise solely from the gross negligence Sections 8.1 (b) or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance(c).
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound customary business practice and otherwise subject to the terms hereof.
(ba) Upon the occurrence and during the continuation continuance of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Collateral Agent requests makes a written request for any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately promptly endorsed to and deposited with Collateral Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Collateral Agent and which are maintained at one or more post offices selected by the Collateral Agent.
(cb) Upon the occurrence and during the continuation of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under the other provisions of this Section 6, the Collateral Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Collateral Agent or of the Collateral Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Collateral Agent’s reasonable discretion file any claim or take any other action or proceeding which the Collateral Agent may reasonably deem necessary or appropriate to protect and realize upon the security interest of the Collateral Agent in the Receivables or any other Collateral.
(dc) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Collateral Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Collateral Agent in and through a remittance account or accounts maintained at the Collateral Agent or by the Collateral Agent at a commercial bank or banks selected by the Collateral Agent with reasonable care (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Collateral Agent is solely for the Collateral Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereofconvenience. The Collateral Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and orderpursuant to the terms of the Loan Agreement, and at such intervals as the Collateral Agent may from time to time in its discretion determine, but not less often than once each week. The Collateral Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit reasonably acceptable to the Collateral Agent and the Depositary Bank as such. However, if the Collateral Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Collateral Agent or any Depositary Bank for any reason, the Collateral Agent may at its election in either instance charge the amount of such item back against any such remittance accounts accounts. After all Events of Default have been cured or any Deposit Account of any Debtor subject waived, the Collateral Agent shall promptly return to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant applicable Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release all proceeds of Collateral which the Collateral Agent has not applied to the Secured Obligations as provided above from the remittance account from time account, as well as all Instruments and tangible Chattel Paper delivered to time after receipt thereofthe Collateral Agent pursuant to Section 6(b)(i) hereof. Each Debtor hereby indemnifies the Secured Creditors Parties from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees (but limited, in the case of attorney’s fees, to one firm of outside counsel, and, if reasonably necessary, one local counsel and one regulatory counsel in any relevant material jurisdiction, to the Collateral Agent, or the Collateral Agent and the Secured Parties, taken as a whole, as the case may be, and, solely in the case of a conflict of interest, one additional counsel to the affected persons similarly situated, taken as a whole) suffered or incurred by any Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor Party for any of the foregoing to the extent they (i) arise solely from the gross negligence or negligence, willful misconduct or bad faith of, or a material breach of this Agreement by, the person seeking to be indemnifiedindemnified to the extent determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) arise out of any dispute solely among Secured Parties (other than any claims against any Secured Party in its capacity as the Administrative Agent, the Collateral Agent, an Arranger or similar role under the Loan Agreement) and not arising out of any act or omission of any Debtor or any of its Affiliates. Notwithstanding the foregoing, each Secured Party shall be obligated to refund and return any and all amounts paid by any Debtor to such Secured Party for fees, expenses or damages to the extent such Secured Party is not entitled to payment of such amounts in accordance with the terms hereof. The Secured Creditors Parties shall have no liability or responsibility to any Debtor for the Collateral Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor the Debtors shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation continuance of any Event of Default, whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 6, in the event the Agent requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with the Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices office(s) selected by the Agent.
(c) Upon the occurrence and during the continuation continuance of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor’s Debtors’ customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent or of the Agent’s security interest therein, and either in its own name, or such the relevant Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound compound, and give acquittance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the Agent’s discretion file any claim or take any other action or proceeding which the Agent may deem reasonably necessary or appropriate to protect and or realize upon the security interest of the Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Agent, and each Debtor acknowledges the Debtors acknowledge that the maintenance of such remittance accounts account by the Agent is solely for the Agent’s convenience and that the Debtors do not have any right, title title, or interest in such remittance accounts or any amounts at any time standing to the credit thereofaccount. The Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Agent has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Agent fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account account of any the relevant Debtor subject to maintained with the lien and security interest of this AgreementAgent, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant each Debtor shall furnish the Agent with a report in such form as the Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has shall have occurred and is be continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time promptly after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ fees suffered or incurred by any the Secured Creditor Creditors because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedsuch Secured Creditor (as determined by a court of competent jurisdiction by final and nonappealable judgment). The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent requests any Debtor to do so:
(i) all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor shall instruct all of its customers and account debtors to remit all payments in respect of its Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 65, the Agent or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, and either in its own name, or such Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ sue for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may deem reasonably necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other CollateralReceivables.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” "DEPOSITARY BANKS" and individually a “Depositary Bank”"DEPOSITARY BANK"), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s 's convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, may apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account depository account of any Debtor subject to maintained with the lien and security interest of this AgreementAgent, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s 's request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Agent and the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ ' fees suffered or incurred by the Agent or any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify the Agent or any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any other Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Default or Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent requests any Debtor to do so:
(i) all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor shall instruct all of its customers and account debtors to remit all payments in respect of its Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Default or Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 65, the Agent or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, and either in its own name, or such Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other CollateralReceivables.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof during the existence of any Default or Event of Default may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “"Depositary Banks” " and individually a “"Depositary Bank”"), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s 's convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, may apply all or any part of any proceeds of Receivables or other Collateral received by it during the existence of any Default or Event of Default from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account depository account of any Debtor subject to the lien and security interest of this Agreementmaintained with any Secured Creditor, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s 's request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ ' fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any other Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Security Agreement (Sycamore Park Convalescent Hospital)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its all Receivables and may use the same to carry on its their business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Whether or not an Event of DefaultDefault has occurred and is continuing, and whether or not the Administrative Agent has exercised any or all of its other rights under other provisions of this Section 6, in the event the Administrative Agent requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables of such Debtor or any other Collateral of such Debtor (including any postdated checks) in an aggregate amount in excess of $1,000,000 shall, upon receipt by such Debtor, be immediately endorsed to and deposited with the Administrative Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of such Receivables or any other such Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Administrative Agent.
(c) Upon After the occurrence and during the continuation of any an Event of Default, whether or not the Agent has exercised any of its other rights under the other provisions of this Section 6, the Administrative Agent or its designee may notify the relevant any Debtor’s customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the Administrative Agent’s discretion file any claim or take any other action or proceeding which the Administrative Agent may deem necessary or appropriate to protect and or realize upon the security interest of the Administrative Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Administrative Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Administrative Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Administrative Agent, and each Debtor acknowledges that the maintenance of such remittance accounts account by the Administrative Agent is solely for the Administrative Agent’s convenience and that the Debtors do such Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Administrative Agent may, after the occurrence and during the continuation of any a Default or Event of DefaultDefault has occurred and is continuing, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Administrative Agent may from time to time in its discretion determine, but not less often than once each week, all in accordance with Section 2.13 of the Credit Agreement. The Administrative Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Administrative Agent has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Administrative Agent and the Depositary Bank as such. However, if the Administrative Agent does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Administrative Agent fails to receive such final payment or an item is charged back to the Administrative Agent or any Depositary Bank for any reason, the Administrative Agent may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account account of any Debtor subject to maintained with the lien and security interest of this AgreementAdministrative Agent, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral Collateral, in each case of any Debtor, to any such the remittance account, upon the Agent’s request, the relevant such Debtor shall furnish the Administrative Agent with a report in such form as the Administrative Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has shall have occurred and is be continuing, the Administrative Agent will release proceeds of Collateral which the Administrative Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time promptly after receipt thereof. Each Debtor Debtor, jointly and severally, hereby indemnifies agrees to indemnify the Secured Creditors Administrative Agent from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and reasonable attorneys’ fees suffered or incurred by any Secured Creditor the Administrative Agent because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor the Administrative Agent for any of the foregoing to the extent they arise solely from the gross negligence negligence, bad faith or willful misconduct of the person seeking to be indemnifiedAdministrative Agent. The Secured Creditors Administrative Agent shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound its ordinary business practice practices and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation continuance of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Collateral Agent requests makes a written request for any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checkschecks but other than any checks received and deposited in the ordinary course of business) shall, upon receipt by such Debtor, be immediately promptly endorsed to and deposited with Collateral Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Collateral Agent and which are maintained at one or more post offices selected by the Collateral Agent.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under the other provisions of this Section 6, the Collateral Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Collateral Agent or of the Collateral Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ sue for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Collateral Agent’s reasonable discretion file any claim or take any other action or proceeding which the Collateral Agent may reasonably deem necessary or appropriate to protect and realize upon the security interest of the Collateral Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Collateral Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Collateral Agent in and through a remittance account or accounts maintained at the Collateral Agent or by the Collateral Agent at a commercial bank or banks selected by the Collateral Agent with reasonable care (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Collateral Agent is solely for the Collateral Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereofconvenience. The Collateral Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (and, to the extent provided in Sections 10 and 15, the 2029/2032 Notes Obligations) (whether or not then due and payable), such applications to be made in such amounts, in such manner and orderpursuant to the terms of the Loan Agreement, and at such intervals as the Collateral Agent may from time to time in its discretion determine, but not less often than once in each weekcase subject to the Intercreditor Agreement. The Collateral Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit reasonably acceptable to the Collateral Agent and the Depositary Bank as such. However, if the Collateral Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Collateral Agent or any Depositary Bank for any reason, the Collateral Agent may at its election in either instance charge the amount of such item back against any such remittance accounts accounts. After all Events of Default have been cured or any Deposit Account of any Debtor subject waived, the Collateral Agent shall promptly return to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant applicable Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release all proceeds of Collateral which the Collateral Agent has not applied to the Secured Obligations (and, to the extent provided in Sections 10 and 15, the 2029/2032 Notes Obligations) as provided above from the remittance account from time account, as well as all Instruments and tangible Chattel Paper delivered to time after receipt thereofthe Collateral Agent pursuant to Section 6(b)(i) hereof. Each Debtor hereby indemnifies Notwithstanding the foregoing, each Secured Creditors from Party and against all liabilities, damages, losses, actions, claims, judgments, each 2029/2032 Notes Secured Party shall be obligated to refund and return any and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred amounts paid by any Debtor to such Secured Creditor because of the maintenance of the foregoing arrangements; providedParty or 2029/2032 Notes Secured Party for fees, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing expenses or damages to the extent they arise solely from such Secured Party or 2029/2032 Notes Secured Party is not entitled to payment of such amounts in accordance with the gross negligence or willful misconduct of the person seeking to be indemnifiedterms hereof. The Secured Creditors Parties and the 2029/2032 Notes Secured Parties shall have no liability or responsibility to any Debtor for the Collateral Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Security Agreement, each the Debtor shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence When any Default has occurred and during the continuation of any Event of Defaultis continuing, and whether or not the Agent Secured Party has exercised any or all of its other rights under other provisions of this Section 64, in the event the Agent Secured Party requests any the Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such the Debtor, be immediately endorsed to and deposited with Agentthe Secured Party; and/or
(ii) such the Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Secured Party and which are maintained at one or more post offices office(s) in Chicago, Illinois selected by the AgentSecured Party.
(c) Upon the occurrence and during During the continuation of any Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under the other provisions of this Section 64, the Agent Secured Party or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Secured Party or of the AgentSecured Party’s security interest therein, and either in its own name, or such the Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii4(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the AgentSecured Party’s discretion file any claim or take any other action or proceeding which the Agent Secured Party may deem reasonably necessary or appropriate to protect and or realize upon the security interest of the Agent Secured Party in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Secured Party pursuant to any of the provisions of Sections 6(b4(b) or 6(c4(c) hereof may be handled and administered by the Agent Secured Party in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Secured Party, and each the Debtor acknowledges that the maintenance of such remittance accounts account by the Agent Secured Party is solely for the AgentSecured Party’s convenience and that the Debtors do Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent Secured Party may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order (except as otherwise set forth in Section 8 hereof) and at such intervals as the Agent Secured Party may from time to time in its discretion determine, but not less often than once each week. The Agent Secured Party need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Secured Party has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank Secured Party as such. However, if the Agent Secured Party does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Secured Party fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Secured Party for any reason, the Agent Secured Party may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account depository account of any the Debtor subject to maintained with the lien and security interest of this AgreementSecured Party, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent Secured Party with a report in such form as Agent the Secured Party shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of a Default has shall have occurred and is be continuing, the Agent Secured Party will release proceeds of Collateral which the Agent Secured Party has not applied to the Secured Obligations as provided above from the remittance account from time to time promptly after receipt thereof. Each The Debtor hereby indemnifies the Secured Creditors Party from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and reasonable attorneys’ fees suffered or incurred by any the Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no the Debtor shall not be required to indemnify any the Secured Creditor Party for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedSecured Party. The Secured Creditors Party shall have no liability or responsibility to any the Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent requests any Debtor to do so:
(i) all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor shall instruct all of its customers and account debtors to remit all payments in respect of its Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 65, the Agent or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, and either in its own name, or such Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may deem reasonably necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other CollateralReceivables.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “"Depositary Banks” " and individually a “"Depositary Bank”"), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s 's convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, may apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account depository account of any Debtor subject to maintained with the lien and security interest of this AgreementAgent, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors Agent and the Lenders from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ ' fees suffered or incurred by the Agent or any Secured Creditor Lender because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify the Agent or any Secured Creditor Lender for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors Agent and the Lenders shall have no liability or responsibility to any Debtor for the Agent or any other Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Security Agreement, each the Debtor shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of Whether or not any Event of Default, Default has occurred which has not been waived in writing by the Secured Party and whether or not the Agent Secured Party has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent Secured Party requests any the Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such the Debtor, be immediately endorsed to and deposited with Agentthe Secured Party; and/or
(ii) such the Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Secured Party and which are maintained at one or more post offices office(s) in Milwaukee, Wisconsin selected by the AgentSecured Party.
(c) Upon the occurrence and during the continuation of any Event of Default which has not been waived in writing by the Secured Party or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under the other provisions of this Section 65, the Agent Secured Party or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Secured Party or of the AgentSecured Party’s security interest therein, and either in its own name, or such the Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ sue for, compound and give acquittance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the AgentSecured Party’s discretion file any claim or take any other action or proceeding which the Agent Secured Party may deem necessary or appropriate to protect and or realize upon the security interest of the Agent Secured Party in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Secured Party pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent Secured Party in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Secured Party, and each the Debtor acknowledges that the maintenance of such remittance accounts account by the Agent Secured Party is solely for the AgentSecured Party’s convenience and that the Debtors do Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent Secured Party may, after the occurrence and during the continuation of any Event of Default which has not been waived in writing by the Secured Party or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent Secured Party may from time to time in its discretion determine, but not less often than once each week. The Agent Secured Party need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Secured Party has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Milwaukee, Wisconsin, acceptable to the Agent and the Depositary Bank Secured Party as such. However, if the Agent Secured Party does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Secured Party fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Secured Party for any reason, the Agent Secured Party may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account account of any the Debtor subject to maintained with the lien and security interest of this AgreementSecured Party, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent Secured Party with a report in such form as Agent the Secured Party shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has or an event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default shall have occurred and is continuingbe continuing and which has not been waived in writing by the Secured Party, the Agent Secured Party will release proceeds of Collateral which the Agent Secured Party has not applied to the Secured Obligations as provided above from the remittance account from time to time promptly after receipt thereof. Each The Debtor hereby indemnifies the Secured Creditors Party from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and reasonable attorneys’ fees suffered or incurred by any the Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no the Debtor shall not be required to indemnify any the Secured Creditor Party for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedSecured Party. The Secured Creditors Party shall have no liability or responsibility to any the Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Security Agreement (Twin Disc Inc)
Collection of Receivables. (a) Except as otherwise provided in this AgreementUnless and until a Default or an Event of Default shall have occurred and be continuing and such Company shall have received written notice from the Collateral Agent not to collect the Receivables, each Debtor such Company shall make collection of its all Receivables of such Company and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of At any time while a Default or an Event of Default, whether or not the Agent has exercised any of its other rights under other provisions of this Section 6Default shall have occurred and be continuing, in the event the Collateral Agent requests any Debtor such Company to do so:
(i) all Instruments All instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables of such Company (including any postdated checks) shall, upon receipt by such DebtorCompany and to the extent permitted by law, be immediately endorsed to and deposited with Agentthe Collateral Agent in the same form as received by such Company; and/or
(ii) such Debtor shall Such Company shall, to the extent permitted by law, instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral of such Company to a lockbox to be maintained at the main post office, Chicago, Illinois, or lockboxes such other single location as the Collateral Agent may reasonably designate, under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Collateral Agent.
(c) Upon Except as otherwise directed by the occurrence Collateral Agent, each Company shall place the following legend conspicuously, on the face of each document, instrument, chattel paper and during other writing evidencing the continuation Receivables created on or after the Closing Date (provided the legend called for by the Prior Security Agreement appearing on the Borrower’s existing stock of unexecuted contacts may continue to be used until reordered): “A Security Interest in this document has been granted to H▇▇▇▇▇ ▇.▇., as Secured Party, pursuant to a Security Agreement, Pledge and Indenture of Trust.” At any time while a Default or an Event of Default, whether or not the Agent has exercised any of its other rights under the other provisions of this Section 6Default shall have occurred and be continuing, the Collateral Agent or its designee may notify the relevant Debtorsuch Company’s customers and or account debtors at any time that Receivables of such Company have been assigned to the Collateral Agent or of the Collateral Agent’s security interest therein, therein and either in its own name, or that of such Debtor’s name, Company or both, demand, collect (including, including without limitation, limitation through a lockbox analogous to that described in Section 6(b)(ii§4.3(b)(ii) hereof), receive, receipt for, ▇s▇▇ for, compound and give acquittance for any or all amounts due or to become due on such Receivables, and in the Collateral Agent’s discretion file any claim or take any other action or proceeding which the Collateral Agent may deem necessary or appropriate to protect and realize upon the security interest of the Collateral Agent in the Receivables or any other Collateralsuch Receivables.
(d) Any proceeds In the event the Collateral Agent has exercised any or all of Receivables its rights under §§4.3(b) or (c) hereof, the Collateral Agent may, at any time while a Default or an Event of Default shall have occurred and be continuing, cause all instruments, chattel paper, moneys or other Collateral transmitted to or otherwise proceeds received by the Collateral Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be deposited, handled and administered by the Agent in and through a remittance account account. If a Default or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied continuing to the Secured Obligations as provided above from knowledge of the Collateral Agent, all amounts received by the Collateral Agent pursuant to the Granting Clauses hereof and all amounts held in any remittance account from time referred to time after receipt thereof. Each Debtor hereby indemnifies above in this paragraph shall be held by the Secured Creditors from Collateral Agent for application in the manner provided for in §7 in respect of proceeds and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because avails of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittanceCollateral.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound customary business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation continuance of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Collateral Agent requests makes a written request for any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately promptly endorsed to and deposited with Collateral Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Collateral Agent and which are maintained at one or more post offices selected by the Collateral Agent.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under the other provisions of this Section 6, the Collateral Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Collateral Agent or of the Collateral Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Collateral Agent’s reasonable discretion file any claim or take any other action or proceeding which the Collateral Agent may reasonably deem necessary or appropriate to protect and realize upon the security interest of the Collateral Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Collateral Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Collateral Agent in and through a remittance account or accounts maintained at the Collateral Agent or by the Collateral Agent at a commercial bank or banks selected by the Collateral Agent with reasonable care (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Collateral Agent is solely for the Collateral Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereofconvenience. The Collateral Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and orderpursuant to the terms of the Loan Agreement, and at such intervals as the Collateral Agent may from time to time in its discretion determine, but not less often than once each week. The Collateral Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit reasonably acceptable to the Collateral Agent and the Depositary Bank as such. However, if the Collateral Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Collateral Agent or any Depositary Bank for any reason, the Collateral Agent may at its election in either instance charge the amount of such item back against any such remittance accounts accounts. After all Events of Default have been cured or any Deposit Account of any Debtor subject waived, the Collateral Agent shall promptly return to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant applicable Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release all proceeds of Collateral which the Collateral Agent has not applied to the Secured Obligations as provided above from the remittance account from time account, as well as all Instruments and tangible Chattel Paper delivered to time after receipt thereofthe Collateral Agent pursuant to Section 6(b)(i) hereof. Each Debtor hereby indemnifies the Secured Creditors Parties from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees (but limited, in the case of attorney’s fees, to one firm of outside counsel, and, if reasonably necessary, one local counsel and one regulatory counsel in any relevant material jurisdiction, to the Collateral Agent, or the Collateral Agent and the Secured Parties, taken as a whole, as the case may be, and, solely in the case of a conflict of interest, one additional counsel to the affected persons similarly situated, taken as a whole) suffered or incurred by any Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor Party for any of the foregoing to the extent they (i) arise solely from the gross negligence or negligence, willful misconduct or bad faith of, or a material breach of this Agreement by, the person seeking to be indemnifiedindemnified to the extent determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) arise out of any dispute solely among Secured Parties (other than in connection with the Collateral Agent acting in its capacity as Collateral Agent, solely to the extent such indemnification would not be denied pursuant to clause (i)) that a court of competent jurisdiction has determined in a final and non-appealable decision did not arise out of any act or omission of any Debtor. Notwithstanding the foregoing, each Secured Party shall be obligated to refund and return any and all amounts paid by any Debtor to such Secured Party for fees, expenses or damages to the extent such Secured Party is not entitled to payment of such amounts in accordance with the terms hereof. The Secured Creditors Parties shall have no liability or responsibility to any Debtor for the Collateral Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Loan Agreement (Vantiv, Inc.)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection collect all of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon . At the occurrence and during the continuation request of any Event of DefaultSecured Party, whether or not the Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Agent requests any Debtor shall deliver to do so:
(i) Secured Party all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall), upon receipt by such Debtor, be immediately endorsed to and deposited together with Agent; and/orany endorsements or assignments requested by Secured Party.
(iib) such Upon the occurrence and during the continuation of an Event of Default, whether or not Secured Party has exercised any or all of its rights under other provisions of this Section 5, in the event Secured Party requests Debtor to do so, Debtor shall instruct all of its customers and account debtors to remit all payments in respect of its Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Secured Party and which are maintained at one or more post offices selected by the AgentSecured Party.
(c) Upon the occurrence and during the continuation of any Event of DefaultDefault hereunder, whether or not the Agent Secured Party has exercised any or all of its other rights under the other provisions of this Section 65, the Agent Secured Party or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables have been assigned to the Agent Secured Party or of the Agent’s Secured Party's security interest therein, and either in its own name, or such Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b) hereof), receive, receipt for, ▇▇▇ sue for, compound and give acquittance for any or all amounts due or to o▇ ▇o become due on Receivables, and in the Agent’s Secured Party's discretion file any claim or take any other action or proceeding which the Agent Secured Party may deem necessary or appropriate to protect and realize upon the security interest of the Agent Secured Party in the Receivables or Receivables. Secured Party shall endeavor to provide contemporaneous notice of any other Collateralof such actions to Debtor with respect to its customers, but the failure to do so shall not affect Secured Party's rights hereunder.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Secured Party pursuant to any of the provisions of Sections 6(b5(a) or 6(c- 5(c) hereof during the existence of any Event of Default hereunder may be handled and administered by the Agent Secured Party in and through a remittance account or accounts maintained at the Agent Secured Party or by the Agent Secured Party at a commercial bank or banks selected by the Agent Secured Party (collectively the “"Depositary Banks” " and individually a “"Depositary Bank”"), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent Secured Party is solely for the Agent’s Secured Party's convenience and that the Debtors do Debtor does not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, Secured Party may apply all or any part of any proceeds of Receivables or other Collateral received by it during the existence of any Event of Default hereunder from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent Secured Party may from time to time in its discretion determine, but not less often than once each week. The Agent Secured Party need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent Secured Party and the Depositary Bank as such. However, if the Agent Secured Party does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent Secured Party or any Depositary Bank for any reason, the Agent Secured Party may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account account of any Debtor subject to the lien and security interest of this Agreementmaintained with Secured Party, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s Secured Party's request, the relevant Debtor shall furnish the Agent Secured Party with a report in such form as Agent Secured Party shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors Party from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ ' fees suffered or incurred by any Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall not be required to indemnify any Secured Creditor Party for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person Person seeking to be indemnified. The Secured Creditors Party shall have no liability or responsibility to any Debtor for the Agent Secured Party or any other Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Security Agreement (Adsero Corp)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, Agreement each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon Whether or not the occurrence Agent has exercised any or all of its rights under other provisions of this Section_5 and during the continuation of whether or not any Event of DefaultDefault has occurred, at the request of the Agent, each Debtor agrees that: (i)_all instruments and chattel paper at any time constituting part of the Collateral (including any post-dated checks) shall, upon receipt by the relevant Debtor, be immediately endorsed to and deposited with Agent; and (ii)_such Debtor shall instruct all account debtors to remit all payments in respect of its Receivables to a lockbox or lockboxes from which deposits will be made into one or more accounts maintained with the Agent or under the control by agreement of the Agent (whether or not maintained with the Agent), the Debtors acknowledging that each such account and all funds contained therein constitute Collateral hereunder.
(c) Whether or not any Event of Default has occurred and whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 6Section_5, in the event the Agent requests any Debtor to do so:
(i) , all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(cd) Upon the occurrence and during the continuation of any Event of Default, Default and whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 6Section_5, the Agent or its designee may notify the relevant any Debtor’s 's customers and or account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, therein and either in its own name, or such Debtor’s name, 's or both, demand, collect (including, including without limitation, limitation through a lockbox analogous to that described in Section 6(b)(iiSection_5(b) hereof), receive, receipt for, sue ▇▇▇ for▇, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other CollateralReceivables.
(de) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b5(b), 5(c) or 6(c5(d) hereof may shall be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts account by the Agent is solely for the Agent’s 's own convenience and that the Debtors do such Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, may apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Agent has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Agent fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such the remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreementaccount, together with interest thereon at the Default Rate. Concurrently with Each Debtor shall accompany each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as the Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless The Debtors hereby jointly and until an Event of Default has occurred and is continuing, severally indemnify the Agent will release proceeds of Collateral which and the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors Lenders from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ attorney's fees suffered or incurred by any Secured Creditor the Agent or the Lenders because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors Agent and the Lenders shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor the Company shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of Whether or not any Default or Event of Default, Default has occurred hereunder and whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent requests any Debtor the Company to do so:
(i) all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtorthe Company, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor the Company shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Default or Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 65, the Agent or its designee may notify the relevant Debtor’s Company's customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, and either in its own name, or such Debtor’s the Company's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, sue ▇▇▇ for▇, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may deem reasonably necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other CollateralReceivables.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually each a “"Depositary Bank”"), and each Debtor the Company acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s 's convenience and that the Debtors do Company does not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, may apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the relevant Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the relevant Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account depository account of any Debtor subject to the lien and security interest of this AgreementCompany maintained with the Agent, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor Company shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until a Default or an Event of Default has shall have occurred and is continuingbe continuing hereunder, the Agent will release cause proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above to be released from the remittance account accounts from time to time after receipt thereofor otherwise make such proceeds available to the Company at its request, but not less often than once per week. Each Debtor The Company hereby indemnifies the Secured Creditors Agent and the Lenders from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ ' fees suffered or incurred by the Agent or any Secured Creditor Lender because of the maintenance of the foregoing arrangements; provided, however, that no Debtor the Company shall not be required to indemnify the Agent or any Secured Creditor Lender for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors Agent and the Lenders shall have no liability or responsibility to any Debtor the Company for the Agent or any other Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation continuance of any Event of Default, whether or not the Administrative Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Administrative Agent requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Administrative Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Administrative Agent and which are maintained at one or more post offices selected by the Administrative Agent.
(c) Upon the occurrence and during the continuation continuance of any Event of Default, whether or not the Administrative Agent has exercised any of its other rights under the other provisions of this Section 6, the Administrative Agent or its designee may notify the relevant Debtor’s customers and account debtors debtors, including Retainage debtors, in writing at any time that Receivables have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, including through a lockbox analogous to that described in Section 6(b)(ii) hereof)), receive, receipt for, ▇s▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Administrative Agent’s discretion file any claim or take any other action or proceeding which the Administrative Agent may deem necessary or appropriate to protect and realize upon the security interest of the Administrative Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Administrative Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Administrative Agent in and through a remittance account or deposit accounts maintained at the Administrative Agent or by the Administrative Agent at a commercial bank or banks selected by the Administrative Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance deposit accounts by the Administrative Agent is solely for the Administrative Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance deposit accounts or any amounts at any time standing to the credit thereof. The Administrative Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreement, together accordance with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.Section 2.9
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound its ordinary business practice practices and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation continuance of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Collateral Agent requests makes a written request for any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checkschecks but other than any checks received and deposited in the ordinary course of business) shall, upon receipt by such Debtor, be immediately promptly endorsed to and deposited with Collateral Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Collateral Agent and which are maintained at one or more post offices selected by the Collateral Agent.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under the other provisions of this Section 6, the Collateral Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Collateral Agent or of the Collateral Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ sue for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Collateral Agent’s reasonable discretion file any claim or take any other action or proceeding which the Collateral Agent may reasonably deem necessary or appropriate to protect and realize upon the security interest of the Collateral Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Collateral Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Collateral Agent in and through a remittance account or accounts maintained at the Collateral Agent or by the Collateral Agent at a commercial bank or banks selected by the Collateral Agent with reasonable care (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Collateral Agent is solely for the Collateral Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereofconvenience. The Collateral Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and orderpursuant to the terms of the Loan Agreement, and at such intervals as the Collateral Agent may from time to time in its discretion determine, but not less often than once in each weekcase subject to the Intercreditor Agreement. The Collateral Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit reasonably acceptable to the Collateral Agent and the Depositary Bank as such. However, if the Collateral Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Collateral Agent or any Depositary Bank for any reason, the Collateral Agent may at its election in either instance charge the amount of such item back against any such remittance accounts accounts. After all Events of Default have been cured or any Deposit Account of any Debtor subject waived, the Collateral Agent shall promptly return to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant applicable Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release all proceeds of Collateral which the Collateral Agent has not applied to the Secured Obligations as provided above from the remittance account from time account, as well as all Instruments and tangible Chattel Paper delivered to time after receipt thereofthe Collateral Agent pursuant to Section 6(b)(i) hereof. Each Debtor hereby indemnifies Notwithstanding the foregoing, each Secured Creditors from Party shall be obligated to refund and against all liabilities, damages, losses, actions, claims, judgments, return any and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred amounts paid by any Debtor to such Secured Creditor because of the maintenance of the foregoing arrangements; providedParty for fees, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing expenses or damages to the extent they arise solely from such Secured Party is not entitled to payment of such amounts in accordance with the gross negligence or willful misconduct of the person seeking to be indemnifiedterms hereof. The Secured Creditors Parties shall have no liability or responsibility to any Debtor for the Collateral Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this AgreementUntil an Event of Default hereunder has occurred and is continuing and the Collateral Agent instructs the Company otherwise, each Debtor the Company shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice the ordinary course as presently conducted and otherwise subject to the terms hereofthereof.
(b) Upon the occurrence and during the continuation of any Event of DefaultDefault hereunder, whether or not the Collateral Agent has exercised any or all of its other rights under other provisions of this Section 6(S)5, in upon the event request of the Agent requests any Debtor to do soCollateral Agent:
(i1) all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtorthe Company, be immediately endorsed to and deposited with the Collateral Agent; and/or
(ii2) such Debtor the Company shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Collateral Agent and which are to be maintained at one or more post offices selected by the Collateral Agent.
(c) Upon the occurrence and during the continuation of any Event of DefaultDefault hereunder, whether or not the Collateral Agent has exercised any or all of its other rights under the -13- other provisions of this Section 6(S)5, the Collateral Agent or its designee may notify the relevant Debtor’s Company's customers and or account debtors at any time without prior notice to the Company that Receivables have been assigned to the Collateral Agent or of the Collateral Agent’s 's security interest therein, therein and either in its own name, or such Debtor’s name, the Company's or both, demand, collect (including, including without limitation, limitation through a lockbox analogous to that described in Section 6(b)(ii) hereof(S)5(b)(2)), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Collateral Agent’s 's discretion file any claim or take any other action or proceeding which the Collateral Agent may deem necessary or appropriate to protect and realize upon the security interest of the Collateral Agent in the Receivables or any other CollateralReceivables.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Collateral Agent pursuant to any of the provisions of Sections 6(b(S)(S)5(b) or 6(c(c) hereof may shall be handled and administered by the Collateral Agent in and through a remittance account or accounts maintained at the Agent or by the Collateral Agent at a commercial bank or banks selected by the Collateral Agent (collectively the “Depositary "Depository Banks” " and individually a “Depositary "Depository Bank”), ") and each Debtor the Company acknowledges that the maintenance of such remittance accounts by the Collateral Agent is solely for the Collateral Agent’s 's own convenience and that the Debtors do Company does not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereofthereof and shall be subject to the right of the Collateral Agent therein as set forth in this Agreement. The Collateral Agent may, after the occurrence and during the continuation of any Event of Default, may apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made payable in such amounts, amounts and in such manner and order, and at such intervals order as set forth in the Agent may from time to time in its discretion determine, but not less often than once each weekIntercreditor Agreement. The Collateral Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Depository Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Collateral Agent and the Depositary such Depository Bank as such. However, if the Collateral Agent does permit credit to be given for any item prior to a Depositary Depository Bank receiving final payment therefor and such Depositary Depository Bank fails to receive such final payment or an item is charged back to the Collateral Agent or any Depositary Depository Bank for any reason, the Collateral Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreementaccounts, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor Company shall furnish the Collateral Agent with a report in such form as the Collateral Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor The Company hereby indemnifies the Secured Creditors Collateral Agent, the Agent, the Banks and the Noteholders from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and reasonable attorneys’ ' fees suffered or incurred by any Secured Creditor such persons because of the maintenance of the foregoing arrangements; providedarrangement, howeverexcept for such liabilities, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise damages, losses, actions, claims, judgments, costs, expenses, charges and fees which result solely and directly from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors Collateral Agent, the Agent, the Banks and the Noteholders shall have no liability or responsibility to any Debtor the Company for the Agent or any Depositary a Depository Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Security Agreement (U S Rentals Inc)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound the ordinary course of its business practice including any transaction not prohibited by the Credit Agreement, and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent requests any Debtor to do so:
(i) all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with the Agent; and/or
(ii) such Debtor shall instruct all of its customers and account debtors to remit all payments in respect of its Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 65, the Agent or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, and either in its own name, or such Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, sue ▇▇▇ for▇, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may deem reasonably necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other CollateralReceivables.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “"Depositary Banks” " and individually a “"Depositary Bank”"), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s 's convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, may apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made daily in such amounts, in such manner and order, and at such intervals order as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account depository account of any Debtor subject to maintained with the lien and security interest of this AgreementAgent, together with interest thereon at the Default Raterate applicable to Base Rate Portions of the Revolving Credit Loans. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s 's request, the relevant Debtor shall furnish the Agent with a report in such form as the Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless The Agent and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors Lenders shall have no liability or responsibility to any Debtor for the Agent or any other Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Security Agreement (Seminis Inc)
Collection of Receivables. (a) Except as otherwise provided in this Security Agreement, each the Debtor shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Event of Default, and whether or not the Agent Secured Party has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent Secured Party requests any the Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such the Debtor, be immediately endorsed to and deposited with Agentthe Secured Party; and/or
(ii) such the Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the AgentSecured Party.
(c) Upon the occurrence and during the continuation of any Event of Default, which has not been cured , whether or not the Agent Secured Party has exercised any or all of its other rights under the other provisions of this Section 65, the Agent Secured Party or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Secured Party or of the AgentSecured Party’s security interest therein, and either in its own name, or such the Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the AgentSecured Party’s discretion file any claim or take any other action or proceeding which the Agent Secured Party may deem necessary or appropriate to protect and or realize upon the security interest of the Agent Secured Party in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Secured Party pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent Secured Party in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Secured Party, and each the Debtor acknowledges that the maintenance of such remittance accounts account by the Agent Secured Party is solely for the AgentSecured Party’s convenience and that the Debtors do Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent Secured Party may, after the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent Secured Party may from time to time in its discretion determine, but not less often than once each week. The Agent Secured Party need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Secured Party has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as suchcredits. However, if the Agent Secured Party does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Secured Party fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Secured Party for any reason, the Agent Secured Party may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account account of any the Debtor subject to maintained with the lien and security interest of this AgreementSecured Party, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent Secured Party with a report in such form as Agent the Secured Party shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has or an event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default shall have occurred and is be continuing, the Agent Secured Party will release proceeds of Collateral which the Agent Secured Party has not applied to the Secured Obligations as provided above from the remittance account from time to time time, promptly after receipt thereof. Each The Debtor hereby indemnifies the Secured Creditors Party from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ fees suffered or incurred by any the Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no the Debtor shall not be required to indemnify any the Secured Creditor Party for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedSecured Party. The Secured Creditors Party shall have no liability or responsibility to any the Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor 26.1. It is acknowledged and agreed by the parties hereto that Agent shall make collection have sole and exclusive possession of its all Notes evidencing the Receivables and may use that this Assignment constitutes a present, absolute and current assignment of all the same to carry on its business in accordance with sound business practice Receivables and otherwise subject to is effective upon the terms execution and delivery hereof.
(b) Upon . Payments of the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Agent requests any Debtor to do soReceivables shall be made as follows:
(i) all Instruments So long as no Event of Default has occurred and tangible Chattel Paper at any time constituting part continuing, Assignors are authorized to collect, receive and retain payments on account of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/orReceivables.
(ii) From and after the occurrence of an Event of Default and while such Debtor Event of Default is continuing, Assignors shall instruct all customers and account debtors have no right to remit all receive payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Receivables and which are maintained at one or more post offices selected Assignors agree that all such payments shall be delivered directly by the Intercompany Obligors to the Agent.
(ciii) Upon the occurrence and during the continuation of If any Event of Default, whether or not the Agent has exercised Assignor shall receive any of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Agent or payments of the Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until when an Event of Default has occurred and is continuing, such Assignor shall hold all such payments in trust for Agent, and will immediately remit such payments directly to the Agent will release proceeds of Collateral which the Agent has not applied for further distribution to the Secured Obligations Lenders and application to the Loans pursuant to the terms of this Agreement and the Credit Agreement.
(iv) In furtherance of the foregoing, each Assignor does hereby notify and direct each Intercompany Obligor which is a party hereto, and shall notify and direct each Intercompany Obligor which is not a party hereto, that following Agent’s delivery to such Intercompany Obligor of written notice that Event of Default has occurred and is continuing all payments of the Receivables shall be made directly to Agent as provided above from the remittance account from time to time after receipt thereofset forth herein.
26.2. Each Debtor Assignor hereby indemnifies irrevocably designates and appoints Agent its true and lawful attorney-in-fact, which appointment is coupled with an interest, either in the Secured Creditors from name of Agent, or in the name of such Assignor, at such Assignor’s sole cost and expense, to take any or all of the following actions at such time as an Event of Default has occurred and is continuing hereunder:
(i) to ask, demand, ▇▇▇ for, attach, levy, settle, compromise, collect, recover, receive and give receipt for any and all Receivables Collateral and to take any and all actions as Agent may deem necessary or desirable in order to realize upon the Receivables Collateral, or any portion thereof, including, without limitation, making any statements and doing and taking any actions on behalf of such Assignor which are otherwise required of such Assignor under the terms of any agreement as conditions precedent to the payment of the Receivables, and the right and power to endorse, in the name of such Assignor, any checks, notes, drafts and other instruments received in payment of all or any portion of the Receivables Collateral; and
(ii) to institute one or more actions against all liabilitiesthe Intercompany Obligors in connection with the collection of the Receivables, damagesto prosecute to judgment, losses, settle or dismiss any such actions, claimsand to make any compromise or settlement deemed desirable, judgmentsin Agent’s sole discretion, and all reasonable costswith respect to such Receivables, expensesto extend the time of payment, charges, and attorneys’ fees suffered arrange for payment in installments or incurred by any Secured Creditor because otherwise modify the terms of the maintenance of Receivables or release the foregoing arrangementsany Intercompany Obligor from its obligations to pay any Receivable, without incurring any responsibility to such Assignor; providedit being specifically understood and agreed, however, that no Debtor Agent shall not be obligated in any manner whatsoever to exercise any such power or authority or be in any way responsible for the collection of or realizing upon the Receivables Collateral, or any portion thereof. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any checkexclusive in Agent, draft or other order for payment of money bearing the legend “payment its successors and assigns until this Assignment terminates as provided in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittanceSection 13 below.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement and in the Credit Agreement, each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Agent requests any Each Debtor to do sohereby agrees that:
(i) all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/orand
(ii) such Debtor shall instruct all of its customers and account debtors to remit all payments in respect of its Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Default or Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 65, the Agent or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, and either in its own name, or such Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other CollateralReceivables.
(d) Any Subject to the provisions of the Credit Agreement, any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “"Depositary Banks” " and individually a “"Depositary Bank”"), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s 's convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after During the occurrence and during the continuation existence of any Default or Event of Default, the Agent may apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each weekdetermine in accordance with the terms of the Credit Agreement. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account depository account of any Debtor subject to the lien and security interest of this Agreementmaintained with any Secured Creditor, together with interest thereon at the Default Rate. Concurrently with each transmission by a Debtor of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s 's request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ ' fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangementsarrangements described in this Section 5(d); provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any other Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor the Debtors shall make collection of its all Contract Receivables and may use apply the same to carry on its business proceeds thereof as provided in accordance with sound business practice and otherwise subject to the terms hereofCredit Agreement.
(b) Prior to the occurrence of any Event of Default and thereafter until otherwise directed by the Agent, the Obligors of the Contract Receivables shall be directed to pay the Lockbox Master Account. Any Contract Receivables not collected into the Lockbox Master Account or otherwise pursuant to the Lockbox Intercreditor Agreement shall be held in trust by the relevant Debtor and promptly deposited into the Lockbox Master Account or another Assigned Account. Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 6, the Agent, in the event the Agent requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Contract Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with the Agent or, if and only so long as permitted by the Agent, to a deposit account maintained with another depository institution acceptable to the Agent so long as such deposit account is subject to the Agent’s perfected first priority security interest and control; and/or
(ii) such Debtor shall instruct all Obligors and other customers and account debtors to remit all payments in respect of Contract Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent or, if and only so long as permitted by the Agent, to a lockbox maintained with another depository institution acceptable to the Agent so long as such lockbox is subject to the Agent’s perfected first priority security interest and control and which are maintained at one post office(s) designated or more post offices selected otherwise approved by the Agent.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 6, the Agent or its designee may (i) notify the relevant Debtor’s Obligors and other customers and account debtors at any time that Contract Receivables or any other Collateral have been assigned to the Agent or of the Agent’s security interest therein, and (ii) either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on ReceivablesContracts or any other Collateral, (iii) give any and all instructions to the Master Agent (as such term is defined in the Lockbox Intercreditor Agreement) with respect to any Contracts, Contract Receivables and the remittance of any proceeds, thereof or otherwise exercise or enforce any rights of such Debtor therein with respect to the Collateral or any part thereof, (iv) terminate such Debtor or any other Person as the “servicer” of all or any part of the Collateral, (v) appoint a backup servicer or successor servicer (or both) for all or any part of the Collateral (it being acknowledged and agreed that all costs and expenses of any such backup and/or successor servicer shall be paid by the Debtors), and (vi) in the Agent’s discretion file any claim or take any other action or proceeding which the Agent may deem reasonably necessary or appropriate to protect and or realize upon the security interest of the Agent in the Receivables Contracts or any other Collateral.
(d) Any proceeds of Receivables or other the Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other the Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Contract Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Assigned Account of any Debtor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Contract Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Contract Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedindemnified as finally determined by a court of competent jurisdiction. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of Whether or not any Event of DefaultDefault has occurred and is continuing, and whether or not the Agent Bank has exercised any or all of its other rights under other provisions of this Section 68.22, in and without prejudice to any other right or remedy available to the event Bank, if the Agent Bank requests any Debtor the Borrower to do so:
(i) , all Instruments bills, notes, documents of title, instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables or any other Collateral (including any postdated checkspost dated cheques) shall, upon receipt by such Debtorthe Borrower, be immediately endorsed to and deposited with Agent; and/orthe Bank.
(iib) Until the occurrence of an Event of Default which is continuing, the Borrower shall be authorized to collect the Receivables and other Collateral and shall deposit the proceeds of the Receivables and other Collateral in the blocked accounts contemplated by Section 5.2. At any time after an Event of Default has occurred, and whether or not the Bank has exercised any or all of its rights under other provisions of this Section 8.22, and without prejudice to any other right or remedy available to the Bank, the Bank or its designee may withdraw such Debtor shall instruct all authorization and notify the Borrower’s customers and account debtors to remit all payments in respect of that Receivables or any other Collateral to a lockbox have been hypothecated or lockboxes under the sole custody and control otherwise charged in favour of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Event of DefaultBank and, whether or not the Agent has exercised any of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof)collect, receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral and, and in the AgentBank’s discretion discretion, file any claim or take any other action or proceeding which the Agent Bank may deem necessary or appropriate to protect and or realize upon the security interest Lien of the Agent Bank in the Receivables or any other Collateral.
(dc) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Bank pursuant to any of the foregoing provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent Bank in and through a one or more remittance account or accounts maintained at the Agent or by Bank (such remittance accounts to constitute special restricted accounts for purposes of and subject to the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”provisions of Section 5.2 of this Agreement), and each Debtor the Borrower acknowledges that the maintenance of such remittance accounts account by the Agent Bank is solely for the AgentBank’s convenience and that the Debtors do Borrower does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, Bank shall apply all or any part of any proceeds of Receivables or and other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable)) in the manner provided in Section 4.2 of this Agreement. Except for purposes of computing interest on the Obligations in accordance with this Agreement, such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent Bank need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Montreal, Québec, acceptable to the Agent and the Depositary Bank as such. However, if the Agent Bank does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary the Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may Bank may, at its election in either instance instance, charge the amount of such item back against any such the remittance accounts account or any Deposit Account depository account of any Debtor subject to the lien and security interest of this AgreementBorrower maintained with the Bank, together with interest thereon at the Default Raterate referred to in Section 3.1 hereof which applies to Revolving Credit Loans in the currency of the amount involved. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant Debtor Borrower shall furnish the Agent Bank with a report in such form as Agent the Bank shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor .
(d) The Borrower hereby indemnifies the Secured Creditors Indemnitees from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ legal fees (on a solicitor client basis) suffered or incurred by any Secured Creditor or all of them because of the maintenance of the foregoing arrangements; provided, however, that no Debtor the Borrower shall not be required to indemnify any Secured Creditor of the Indemnitees for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct intentional fault of the person seeking to be indemnifiedsuch Indemnitee. The Secured Creditors Bank shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any checkcheque, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Default or Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent requests any Debtor to do so:
(i) all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor shall instruct all of its customers and account debtors to remit all payments in respect of its Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Default or Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 65, the Agent or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, and either in its own name, or such Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may deem reasonably necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other CollateralReceivables.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “"Depositary Banks” " and individually a “"Depositary Bank”"), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s 's convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Subject to Section 4.05 of the Credit Agreement, the Agent may, after the occurrence and during the continuation of any Event of Default, may apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account depository account of any Debtor subject to maintained with the lien and security interest of this AgreementAgent, together with interest thereon at the Default Raterate then applicable to the Loan as to which such item was applied. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s 's request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ ' fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any other Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound customary business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation continuance of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Collateral Agent requests makes a written request for any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately promptly endorsed to and deposited with Collateral Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Collateral Agent and which are maintained at one or more post offices selected by the Collateral Agent.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under the other provisions of this Section 6, the Collateral Agent or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables have been assigned to the Collateral Agent or of the Collateral Agent’s 's security interest therein, and either in its own name, or such Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Collateral Agent’s 's reasonable discretion file any claim or take any other action or proceeding which the Collateral Agent may reasonably deem necessary or appropriate to protect and realize upon the security interest of the Collateral Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Collateral Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Collateral Agent in and through a remittance account or accounts maintained at the Collateral Agent or by the Collateral Agent at a commercial bank or banks selected by the Collateral Agent with reasonable care (collectively the “"Depositary Banks” " and individually a “"Depositary Bank”"), and each Debtor acknowledges that the maintenance of such remittance accounts by the Collateral Agent is solely for the Collateral Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof's convenience. The Collateral Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and orderpursuant to the terms of the First Lien Loan Agreement, and at such intervals as the Collateral Agent may from time to time in its discretion determine, but not less often than once each week. The Collateral Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit reasonably acceptable to the Collateral Agent and the Depositary Bank as such. However, if the Collateral Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Collateral Agent or any Depositary Bank for any reason, the Collateral Agent may at its election in either instance charge the amount of such item back against any such remittance accounts accounts. After all Events of Default have been cured or any Deposit Account of any Debtor subject waived, the Collateral Agent shall promptly return to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant applicable Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release all proceeds of Collateral which the Collateral Agent has not applied to the Secured Obligations as provided above from the remittance account from time account, as well as all Instruments and tangible Chattel Paper delivered to time after receipt thereofthe Collateral Agent pursuant to Section 6(b)(i) hereof. Each Debtor hereby indemnifies the Secured Creditors Parties from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ ' fees (but limited, in the case of attorney's fees, to one firm of outside counsel, and, if reasonably necessary, one local counsel and one regulatory counsel in any relevant material jurisdiction, to the Collateral Agent, or the Collateral Agent and the Secured Parties, taken as a whole, as the case may be, and, solely in the case of a conflict of interest, one additional counsel to the affected persons similarly situated, taken as a whole) suffered or incurred by any Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor Party for any of the foregoing to the extent they (i) arise solely from the gross negligence or negligence, willful misconduct or bad faith of, or a material breach of this Agreement by, the person seeking to be indemnifiedindemnified to the extent determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) arise out of any dispute solely among Secured Parties (other than in connection with the Collateral Agent acting in its capacity as Collateral Agent, solely to the extent such indemnification would not be denied pursuant to clause (i)) that a court of competent jurisdiction has determined in a final and non-appealable decision did not arise out of any act or omission of any Debtor. Notwithstanding the foregoing, each Secured Party shall be obligated to refund and return any and all amounts paid by any Debtor to such Secured Party for fees, expenses or damages to the extent such Secured Party is not entitled to payment of such amounts in accordance with the terms hereof. The Secured Creditors Parties shall have no liability or responsibility to any Debtor for the Collateral Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor All Collections by the Borrowers shall make collection be made directly to or deposited into any of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise Borrower’s Accounts that are subject to the terms hereof.
(b) Upon a Control Agreement. Following the occurrence and during the continuation of any an Event of DefaultDefault beyond applicable cure period, whether or not the Agent has exercised any of its other rights under other provisions of this Section 6if any, in the event the Agent requests any Debtor to do so:
(i) all Instruments the Administrative Agent shall establish and tangible Chattel Paper at any time constituting part maintain a collection account (the “Collection Account”) for the deposit of remittances received in the Receivables (including any postdated checks) shallLockbox and receipt of remittances received electronically in payment of Receivables, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor all invoices evidencing Receivables shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned be marked payable to the Agent or of Borrower at the Agent’s security interest therein, and either in its own nameLockbox, or such Debtor’s nameif payments are made electronically, or bothpayable to the Collection Account, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(iiiii) hereof), receive, receipt for, ▇▇▇ for, compound all Collections and give acquittance for any or all other amounts due or to become due on Receivables, and in the Agent’s discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant Loan Parties from any account debtor, in addition to all other cash received by the Loan Parties from any other source, shall upon receipt be forwarded to the Lockbox in the form received or deposited into the Collection Account, (iv) the Loan Parties will not commingle any Collections with any of the provisions of Sections 6(b) their other funds or 6(c) hereof may be handled property, but will segregate them from their other assets and administered by the Agent will hold them in trust and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s convenience account and that as the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment property of the Secured Obligations (whether or not then due and payable)Administrative Agent, such applications to be made in such amounts, in such manner and order, and at such intervals as for the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds benefit of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent itself and the Depositary Bank as such. HoweverLender, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, (v) upon the Administrative Agent’s request, the relevant Debtor Borrower and other Loan Parties shall furnish endorse any Collections upon the Agent with a report in such form as Agent shall reasonably require identifying request of the particular Receivable or such other Collateral from which Administrative Agent, and (vi) the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Administrative Agent will release proceeds of Collateral which the Agent has not applied credit all such payments to the Secured Obligations as provided above from Loan Account, conditional upon final collection; credit will be given only for cleared funds received prior to 2:00 p.m. (New York time) by the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies Administrative Agent in the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangementsCollection Account; provided, however, that no Debtor shall for purposes of calculating interest due to the Lender Parties, credit will be required given to indemnify any Secured Creditor for any collections on the Settlement Date. In all cases, the Loan Account will be credited only with the net amounts actually received in payment of its Receivables. The Administrative Agent may apply all amounts received by it from the Lockbox or in the Collection Account to such of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other Obligations and in such order for payment of money bearing the legend “payment as it may elect in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittanceits sole and absolute discretion.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement or the Loan Agreement, each Debtor the Guarantor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound its customary business practice as currently conducted and otherwise subject to the terms hereof.
(b) Upon During the occurrence and during the continuation existence of any an Event of Default, whether or not the Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Agent Lender requests any Debtor the Guarantor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtorthe Guarantor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor the Guarantor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Lender and which are maintained at one or more post offices selected by the AgentLender.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent Lender has exercised any of its other rights under the other provisions of this Section 6, the Agent Lender or its designee may notify the relevant DebtorGuarantor’s customers and account debtors at any time that Receivables have has been assigned to the Agent or of the AgentLender’s security interest therein, and either in its own name, or such Debtorthe Guarantor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the AgentLender’s discretion file any claim or take any other action or proceeding which the Agent Lender may deem necessary or appropriate to protect and realize upon the security interest of the Agent Lender in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Lender pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent Lender in and through a remittance account or accounts maintained at the Agent or by the Agent Lender at a commercial bank or banks selected by the Agent Lender (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor the Guarantor acknowledges that the maintenance of such remittance accounts by the Agent Lender is solely for the AgentLender’s convenience and that the Debtors Guarantor do not have has any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent Lender may, after the occurrence and during the continuation of any Default or Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent Lender may from time to time in its discretion determine, but not less often than once each week. The Agent Lender need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent Lender and the Depositary Bank as such. However, if the Agent Lender does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent Lender or any Depositary Bank for any reason, the Agent Lender may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor the Guarantor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until a Default or an Event of Default has occurred and is continuing, the Agent Lender will release proceeds of Collateral which the Agent Lender has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor the Guarantor hereby indemnifies the Secured Creditors Lender from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor the Lender because of the maintenance of the foregoing arrangements; provided, however, that no Debtor the Guarantor shall not be required to indemnify any Secured Creditor the Lender for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors Lender shall have no liability or responsibility to any Debtor the Guarantor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor the Debtors shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under other provisions of this Section 6, in the event the Agent Secured Party requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agentthe Secured Party; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Secured Party and which are maintained at one or more post offices office(s) in Chicago, Illinois selected by the AgentSecured Party.
(c) Upon the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under the other provisions of this Section 6, the Agent Secured Party or its designee may notify the relevant Debtor’s Debtors’ customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Secured Party or of the AgentSecured Party’s security interest therein, and either in its own name, or such the relevant Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound compound, and give acquittance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the AgentSecured Party’s discretion file any claim or take any other action or proceeding which the Agent Secured Party may deem reasonably necessary or appropriate to protect and or realize upon the security interest of the Agent Secured Party in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Secured Party pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent Secured Party in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Secured Party, and each Debtor acknowledges the Debtors acknowledge that the maintenance of such remittance accounts account by the Agent Secured Party is solely for the AgentSecured Party’s convenience and that the Debtors do not have any right, title title, or interest in such remittance accounts or any amounts at any time standing to the credit thereofaccount. The Agent Secured Party may, after the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent Secured Party may from time to time in its discretion determine, but not less often than once each week. The Agent Secured Party need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Secured Party has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank Secured Party as such. However, if the Agent Secured Party does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Secured Party fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Secured Party for any reason, the Agent Secured Party may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account account of any the relevant Debtor subject to maintained with the lien and security interest of this AgreementSecured Party, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant each Debtor shall furnish the Agent Secured Party with a report in such form as Agent the Secured Party shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has or an event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default shall have occurred and is be continuing, the Agent Secured Party will release proceeds of Collateral which the Agent Secured Party has not applied to the Secured Obligations as provided above from the remittance account from time to time promptly after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors Party from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ fees suffered or incurred by any the Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any the Secured Creditor Party for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedSecured Party (as determined by a court of competent jurisdiction by final and nonappealable judgment). The Secured Creditors Party shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, Agreement each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon Whether or not the occurrence Agent has exercised any or all of its rights under other provisions of this Section 5 and during the continuation of whether or not any Event of DefaultDefault has occurred, at the request of the Agent, such Debtor shall instruct all account debtors to remit all payments in respect of its Receivables to a lockbox or lockboxes from which deposits will be made into one or more accounts maintained with the Agent or under the control by agreement of the Agent (whether or not maintained with the Agent), the Debtors acknowledging that each such account and all funds contained therein constitute Collateral hereunder.
(c) Whether or not any Event of Default has occurred and whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent requests any Debtor to do so:
(i) , all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(cd) Upon the occurrence and during the continuation of any Event of Default, Default and whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 65, the Agent or its designee may notify the relevant any Debtor’s 's customers and or account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, therein and either in its own name, or such Debtor’s name, 's or both, demand, collect (including, including without limitation, limitation through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other CollateralReceivables.
(de) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b5(b), 5(c) or 6(c5(d) hereof may shall be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts account by the Agent is solely for the Agent’s 's own convenience and that the Debtors do such Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, may apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Agent has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Agent fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such the remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreementaccount, together with interest thereon at the Default Rate. Concurrently with Each Debtor shall accompany each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as the Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless The Debtors hereby jointly and until an Event of Default has occurred and is continuing, severally indemnify the Agent will release proceeds of Collateral which and the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors Banks from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ attorney's fees suffered or incurred by any Secured Creditor the Agent or the Banks because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors Agent and the Banks shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” "PAYMENT IN FULL" or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this In accordance with Section 4.2 of the Credit Agreement, each Debtor Grantor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon In accordance with Section 4.2 of the occurrence and during the continuation of any Event of DefaultCredit Agreement, whether or not the Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Agent requests any Debtor to do soeach Grantor agrees that:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtorany Grantor, be immediately endorsed to and deposited with the Administrative Agent; and/or
(ii) such Debtor each Grantor shall instruct all customers and account debtors Account Debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Administrative Agent and which are maintained at one or more post offices selected by the Administrative Agent.
(c) Upon After the occurrence and during the continuation continuance of any Event of Default, whether or not the Administrative Agent has exercised any or all of its other rights under the other provisions of this Section 616, the Administrative Agent or its designee may notify the relevant Debtoreach Grantor’s customers and account debtors Account Debtors at any time that Receivables have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and either in its own name, or such Debtorany Grantor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii16(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Administrative Agent’s discretion file any claim or take any other action or proceeding which the Administrative Agent may deem necessary or appropriate to protect and realize upon the security interest of the Administrative Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Administrative Agent pursuant to any of the provisions of Sections 6(b16(b) or 6(c16(c) hereof may be handled and administered by the Administrative Agent in and through a remittance account or accounts maintained at the Administrative Agent or by the Administrative Agent at a commercial bank or banks selected or approved by the Administrative Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor Grantor acknowledges that the maintenance of such remittance accounts by the Administrative Agent is solely for the Administrative Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereofconvenience. The Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or such other Collateral received by it the Administrative Agent from any source shall be applied to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amountsor otherwise held as security therefor, in such manner and order, and at such intervals as accordance with the Agent may from time to time in its discretion determine, but not less often than once each weekCredit Agreement. The Administrative Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Administrative Agent and the Depositary Bank as such. However, if the Administrative Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Administrative Agent or any Depositary Bank for any reason, the Administrative Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account depository account of any Debtor subject to the lien and security interest of this AgreementGrantor maintained with any Secured Party, together with interest thereon for the number of days outstanding at the Default rate per annum (computed on the basis of a year of 360 days for the actual number of days elapsed) determined by adding 2.0% to the Base Rate from time to time in effect plus the Applicable Margin for Base Rate Loans under the Revolving Credit Commitment, with any change in such rate per annum as so determined by reason of a change in such Base Rate to be effective on the date of such change in said Base Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon Upon the Administrative Agent’s requestreasonable request at any time Borrowing Base Certificates are required to be delivered weekly pursuant to Section 8.5(a) of the Credit Agreement, the relevant Debtor each Grantor shall furnish the Administrative Agent with a report in such form as the Administrative Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release any proceeds of Receivables or other Collateral which the Agent has not applied transmitted to the Secured Obligations as provided above from the any such remittance account from time to time after receipt thereofarise or relate. Each Debtor Grantor hereby indemnifies the Secured Creditors Parties from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ fees suffered or incurred by any Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no Debtor Grantor shall be required to indemnify any the Secured Creditor Parties for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors Parties shall have no liability or responsibility to any Debtor Grantor for the Administrative Agent or any other Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Security Agreement, each the Debtor shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of Whether or not any Event of Default, Default has occurred and whether or not the Agent Secured Party has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent Secured Party requests any the Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such the Debtor, be immediately endorsed to and deposited with Agentthe Secured Party; and/or
(ii) such the Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Secured Party and which are maintained at one or more post offices office(s) in Chicago, Illinois selected by the AgentSecured Party.
(c) Upon the occurrence and during the continuation of Whether or not any Event of Default, Default has occurred and whether or not the Agent Secured Party has exercised any or all of its other rights under the other provisions of this Section 65, the Agent Secured Party or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Secured Party or of the AgentSecured Party’s security interest therein, and either in its own name, or such the Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇s▇▇ for, compound and give acquittance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the AgentSecured Party’s discretion file any claim or take any other action or proceeding which the Agent Secured Party may deem necessary or appropriate to protect and or realize upon the security interest of the Agent Secured Party in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Secured Party pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent Secured Party in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Secured Party, and each the Debtor acknowledges that the maintenance of such remittance accounts account by the Agent Secured Party is solely for the AgentSecured Party’s convenience and that the Debtors do Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent Secured Party may, after the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent Secured Party may from time to time in its discretion determine, but not less often than once each week. The Agent Secured Party need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Secured Party has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank Secured Party as such. However, if the Agent Secured Party does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Secured Party fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Secured Party for any reason, the Agent Secured Party may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account account of any the Debtor subject to maintained with the lien and security interest of this AgreementSecured Party, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent Secured Party with a report in such form as Agent the Secured Party shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has or an event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default shall have occurred and is be continuing, the Agent Secured Party will release proceeds of Collateral which the Agent Secured Party has not applied to the Secured Obligations as provided above from the remittance account from time to time promptly after receipt thereof. Each The Debtor hereby indemnifies the Secured Creditors Party from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and reasonable attorneys’ fees suffered or incurred by any the Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no the Debtor shall not be required to indemnify any the Secured Creditor Party for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedSecured Party. The Secured Creditors Party shall have no liability or responsibility to any the Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any After an Event of DefaultDefault occurs and is continuing, whether or not Agent is authorized and empowered (which authorization and power, being coupled with an interest, is irrevocable until the Agent has exercised any last to occur of its other rights under other provisions termination of this Section 6, Agreement and payment and performance in full of all of the event the Agent requests any Debtor to do soObligations) in its sole and absolute discretion:
(i) all Instruments To endorse in any Borrower's name and tangible Chattel Paper at to collect any time constituting part chattel paper, checks, notes, drafts, instruments or other items of payment tendered to or received by Agent in payment of any receivable included in the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/orCollateral;
(ii) such Debtor shall instruct all customers and To notify, either in Agent's name or any Borrower's name, and/or to require any Borrower to notify, any account debtors to remit all payments debtor or any other Person obligated under or in respect of Receivables any receivable included in the Collateral, of the fact of Agent's Lien thereon and of the collateral assignment thereof to Agent;
(iii) To direct, either in Agent's name or any Borrower's name, and/or to require any Borrower to direct, any account debtor or other Collateral to a lockbox Person obligated under or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation in respect of any Event receivable to make payment directly to Agent of Default, whether or not the Agent has exercised any of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivablesthereunder or with respect thereto; and
(iv) To demand, collect, surrender, release or exchange all or part of any receivable or any amounts due thereunder or with respect thereto, or compromise or extend or renew for any period (whether or not longer than the initial period) any and all sums which are now or may hereafter become due or owing upon or with respect to any receivable included in the Collateral, or enforce, by suit or otherwise, payment or performance of any receivable either in Agent’s discretion file any claim 's own name or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or name of any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted Borrower. Under no circumstances shall Agent be under any duty to or otherwise received by the Agent pursuant act in regard to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereofforegoing matters. The Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source costs relating to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to matters, including reasonable attorneys' fees and out-of-pocket expenses, shall be borne solely by Borrowers whether the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the same are incurred by Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittanceBorrowers.
Appears in 1 contract
Sources: Credit Agreement (Continental Waste Industries Inc)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound its ordinary business practice practices and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation continuance of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Collateral Agent requests makes a written request for any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checkschecks but other than any checks received and deposited in the ordinary course of business) shall, upon receipt by such Debtor, be immediately promptly endorsed to and deposited with Collateral Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Collateral Agent and which are maintained at one or more post offices selected by the Collateral Agent.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under the other provisions of this Section 6, the Collateral Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Collateral Agent or of the Collateral Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ sue for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Collateral Agent’s reasonable discretion file any claim or take any other action or proceeding which the Collateral Agent may reasonably deem necessary or appropriate to protect and realize upon the security interest of the Collateral Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Collateral Agent pursuant to any of the provisions of Sections Section 6(b) or 6(c) hereof may be handled and administered by the Collateral Agent in and through a remittance account or accounts maintained at the Collateral Agent or by the Collateral Agent at a commercial bank or banks selected by the Collateral Agent with reasonable care (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Collateral Agent is solely for the Collateral Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereofconvenience. The Collateral Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and orderpursuant to the terms of the Loan Agreement, and at such intervals as the Collateral Agent may from time to time in its discretion determine, but not less often than once each week. The Collateral Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit reasonably acceptable to the Collateral Agent and the Depositary Bank as such. However, if the Collateral Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Collateral Agent or any Depositary Bank for any reason, the Collateral Agent may at its election in either instance charge the amount of such item back against any such remittance accounts accounts. After all Events of Default have been cured or any Deposit Account of any Debtor subject waived, the Collateral Agent shall promptly return to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant applicable Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release all proceeds of Collateral which the Collateral Agent has not applied to the Secured Obligations as provided above from the remittance account from time account, as well as all Instruments and tangible Chattel Paper delivered to time after receipt thereofthe Collateral Agent pursuant to Section 6(b)(i) hereof. Each Debtor hereby indemnifies Notwithstanding the foregoing, each Secured Creditors from Party shall be obligated to refund and against all liabilities, damages, losses, actions, claims, judgments, return any and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred amounts paid by any Debtor to such Secured Creditor because of the maintenance of the foregoing arrangements; providedParty for fees, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing expenses or damages to the extent they arise solely from such Secured Party is not entitled to payment of such amounts in accordance with the gross negligence or willful misconduct of the person seeking to be indemnifiedterms hereof. The Secured Creditors Parties shall have no liability or responsibility to any Debtor for the Collateral Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Security Agreement (Sandisk Corp)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor the Debtors shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation continuance of any Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent Secured Party requests any applicable Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agentthe Secured Party; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Secured Party and which are maintained at one or more post offices office(s) in Chicago, Illinois selected by the AgentSecured Party.
(c) Upon the occurrence and during the continuation continuance of any Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under the other provisions of this Section 65, the Agent Secured Party or its designee may notify the relevant Debtor’s Debtors’ customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Secured Party or of the AgentSecured Party’s security interest therein, and either in its own name, or such the relevant Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇s▇▇ for, compound compound, and give acquittance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the AgentSecured Party’s discretion file any claim or take any other action or proceeding which the Agent Secured Party may deem reasonably necessary or appropriate to protect and or realize upon the security interest of the Agent Secured Party in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Secured Party pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent Secured Party in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Secured Party, and each Debtor acknowledges the Debtors acknowledge that the maintenance of such remittance accounts account by the Agent Secured Party is solely for the AgentSecured Party’s convenience and that the Debtors do not have any right, title title, or interest in such remittance accounts or any amounts at any time standing to the credit thereofaccount. The Agent Secured Party may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent Secured Party may from time to time in its discretion determine, but not less often than once each week. The Agent Secured Party need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Secured Party has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank Secured Party as such. However, if the Agent Secured Party does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Secured Party fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Secured Party for any reason, the Agent Secured Party may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account account of any the relevant Debtor subject to maintained with the lien and security interest of this AgreementSecured Party, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant each Debtor shall furnish the Agent Secured Party with a report in such form as Agent the Secured Party shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuingexists, the Agent Secured Party will release proceeds of Collateral which the Agent Secured Party has not applied to the Secured Obligations as provided above from the remittance account from time to time promptly after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors Party shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, the Credit Agreement and the Senior Note Agreements, each Debtor shall make collection of its Receivables in the ordinary course of business and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereofbusiness.
(b) Upon the occurrence and during the continuation of any If an Event of DefaultDefault has occurred and is continuing, and whether or not the Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Agent requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any If an Event of DefaultDefault has occurred and is continuing, and whether or not the Agent has exercised any of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, and either in its own name, or such Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other Collateral.
(d) Any After the occurrence and during the continuance of an Event of Default, any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections Section 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” "DEPOSITARY BANKS" and individually a “Depositary Bank”"DEPOSITARY BANK"), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s 's convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any an Event of Default, apply all or any part of any the proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amountsthe manner provided for in the Intercreditor Agreement, in such manner and orderif applicable, and otherwise at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each weekdirection of the Secured Creditors. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s 's request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until a Default or an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ ' fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; providedPROVIDED, howeverHOWEVER, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Security Agreement (Hub Group Inc)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor the Debtors shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation continuance of any Event of Default, whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 6, in the event the Agent requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with the Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices office(s) selected by the Agent.
(c) Upon the occurrence and during the continuation continuance of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor’s Debtors’ customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent or of the Agent’s security interest therein, and either in its own name, or such the relevant Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ sue for, compound compound, and give acquittance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the Agent’s discretion file any claim or take any other action or proceeding which the Agent may deem reasonably necessary or appropriate to protect and or realize upon the security interest of the Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Agent, and each Debtor acknowledges the Debtors acknowledge that the maintenance of such remittance accounts account by the Agent is solely for the Agent’s convenience and that the Debtors do not have any right, title title, or interest in such remittance accounts or any amounts at any time standing to the credit thereofaccount. The Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Agent has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Agent fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account account of any the relevant Debtor subject to maintained with the lien and security interest of this AgreementAgent, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant each Debtor shall furnish the Agent with a report in such form as the Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has shall have occurred and is be continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time promptly after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ fees suffered or incurred by any the Secured Creditor Creditors because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedsuch Secured Creditor (as determined by a court of competent jurisdiction by final and nonappealable judgment). The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this AgreementFrom the Commencement Date, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise but subject to clause 11.1(b) below, FGI shall have the terms hereofsole and exclusive right to collect and enforce payment of every Receivable other than Receivables repurchased by a Client.
(b) Upon FGI's rights pursuant to clause 11.1(a) above are subject always to the occurrence fact that, FGI hereby appoints each Client as the agent of FGI, until notice to the contrary pursuant to clause 11.1(c) and during for the continuation purpose of any Event administering the accounts of Default, whether or not Customers and procuring the Agent has exercised any collection of its other rights under other provisions Receivables for the benefit of this Section 6, in the event the Agent requests any Debtor to do soFGI. Each Client hereby accepts such appointment and undertakes:
(i) all Instruments to act promptly and tangible Chattel Paper at any time constituting part of efficiently in carrying out the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed tasks in relation to and deposited with Agent; and/orwhich it is FGI’s agent;
(ii) such Debtor shall instruct all customers and account debtors not to remit all payments in respect hold itself out as an agent of Receivables or FGI for any other Collateral purpose;
(iii) to a lockbox or lockboxes under adhere to the sole custody and control debt collection procedures of the Agent Client in force at, and which are maintained at one notified to and approved by FGI, on or more post offices selected before the Commencement Date and to obtain the prior written consent of FGI to any proposed variations to such procedures;
(iv) by such date in each calendar month as FGI may direct, to provide to FGI copies of such records, statements and accounts of Customers and such reconciliations to the AgentReceivables Purchased Account of the relevant Client as FGI may reasonably require;
(v) not to instruct any solicitor or other third party to commence any legal or other proceedings for the recovery of any relevant Receivable without the prior written consent of FGI; and
(vi) to instruct any such solicitor or third party to report promptly and fully to FGI as to the progress of any legal action for recovery of any relevant Receivable.
(c) Upon Following the occurrence and during the continuation of any a Termination Event of Defaultthat is continuing, whether or not the Agent has exercised any of its other rights under the other provisions of this Section 6, the Agent or its designee FGI may notify by notice to the relevant Debtor’s customers and account debtors Client withdraw the agency appointment made in clause 11.1(b) above at any time that Receivables have been assigned and thereafter FGI may in its sole and absolute discretion, settle, compromise, or assign (in whole or in part), through legal action or otherwise, or otherwise exercise, to the Agent or of the Agent’s security interest thereinmaximum extent permitted by applicable law, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s discretion file any claim or take any other action right now existing or proceeding which the Agent may deem necessary or appropriate hereafter arising with respect to protect and realize upon the security interest of the Agent in the Receivables or any other CollateralReceivable.
(d) Any proceeds of Receivables or other Collateral transmitted Each Client undertakes to or otherwise received use all reasonable endeavours to ensure that each Customer makes payment in accordance with the Notification Letter and, without affecting such obligation, at the Client's own expense, to despatch a letter in terms stipulated by the Agent pursuant FGI to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of Customer ignoring such remittance accounts by the Agent is solely for the Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, apply all Notification Letter or any part thereof and to send to FGI a copy of each such letter.
(e) If a Customer disputes any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s requestReceivable, the relevant Debtor Client will:
(i) notify FGI promptly;
(ii) use all reasonable endeavours to settle the dispute, subject always to FGI's rights under this clause 11.1 (Collection of Receivables); and
(iii) promptly perform all its continuing obligations to the relevant Customer under the Supply Contract giving rise to that Receivable.
(f) Each Client will assist FGI's collection efforts, if FGI so requests, by promptly providing all information required for that purpose and each Client agrees that for collection purposes FGI may institute and conduct legal proceedings under FGI's full control, provided that following the institution of such proceedings, FGI shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which provide written notice of the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereofrelevant Client. Each Debtor hereby indemnifies Client also agrees to co-operate in any such proceedings (including the Secured Creditors from giving of evidence) and against all liabilitiesagrees to be bound by anything done by FGI under this clause 11. Furthermore, damageseach Client agrees, lossesupon request of FGI, actions, claims, judgmentsto initiate legal proceedings in their own name on behalf of FGI, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, to act upon FGI's instruction in that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittancerespect.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each the Debtor shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Event of Default, which is continuing, whether or not the Agent Secured Party has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent Secured Party requests any the Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such the Debtor, be immediately endorsed to and deposited with Agentthe Secured Party; and/or
(ii) such the Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the AgentSecured Party.
(c) Upon the occurrence and during the continuation of any Event of Default, which is continuing, whether or not the Agent Secured Party has exercised any or all of its other rights under the other provisions of this Section 65, the Agent Secured Party or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Secured Party or of the AgentSecured Party’s security interest therein, and either in its own name, or such the Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound compound, and give acquittance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the AgentSecured Party’s discretion file any claim or take any other action or proceeding which the Agent Secured Party may deem reasonably necessary or appropriate to protect and or realize upon the security interest of the Agent Secured Party in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Secured Party pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent Secured Party in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Secured Party. The Debtor acknowledges that the maintenance of any such remittance accounts account by the Agent Secured Party is solely for the AgentSecured Party’s convenience and that the Debtors do Debtor does not have any right, title title, or interest in such remittance accounts or any amounts at any time standing to the credit thereofaccount. The Agent Secured Party may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent Secured Party may from time to time in its discretion determine, but not less often than once each weekdetermine in accordance with the Financing Documents. The Agent Secured Party need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Secured Party has received final payment therefor at its office in cash or final solvent credits current at the site of deposit immediately available funds, acceptable to the Agent and the Depositary Bank Secured Party as such. However, if the Agent Secured Party does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Secured Party fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Secured Party for any reason, the Agent Secured Party may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account account of any the Debtor subject to maintained with the lien and security interest of this AgreementSecured Party, together with interest thereon at the Default Specified Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent Secured Party with a report in such form as Agent the Secured Party shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has shall have occurred and is be continuing, the Agent Secured Party will release proceeds of Collateral which the Agent Secured Party has not applied to the Secured Obligations as provided above from the remittance account from time to time promptly after receipt thereof. Each The Debtor hereby indemnifies the Secured Creditors Party from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ fees suffered or incurred by any the Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no the Debtor shall not be required to indemnify any the Secured Creditor Party for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedSecured Party. The Secured Creditors Party shall have no liability or responsibility to any the Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: General Security Agreement (Li-Cycle Holdings Corp.)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the same to carry on its business in accordance with sound customary business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation continuance of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under other provisions of this Section 6, in the event the Collateral Agent requests makes a written request for any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately promptly endorsed to and deposited with Collateral Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Collateral Agent and which are maintained at one or more post offices selected by the Collateral Agent.
(c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Collateral Agent has exercised any of its other rights under the other provisions of this Section 6, the Collateral Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Collateral Agent or of the Collateral Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Collateral Agent’s reasonable discretion file any claim or take any other action or proceeding which the Collateral Agent may reasonably deem necessary or appropriate to protect and realize upon the security interest of the Collateral Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Collateral Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Collateral Agent in and through a remittance account or accounts maintained at the Collateral Agent or by the Collateral Agent at a commercial bank or banks selected by the Collateral Agent with reasonable care (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Collateral Agent is solely for the Collateral Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereofconvenience. The Collateral Agent may, after the occurrence and during the continuation of any Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and orderpursuant to the terms of the First Lien Loan Agreement, and at such intervals as the Collateral Agent may from time to time in its discretion determine, but not less often than once each week. The Collateral Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit reasonably acceptable to the Collateral Agent and the Depositary Bank as such. However, if the Collateral Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Collateral Agent or any Depositary Bank for any reason, the Collateral Agent may at its election in either instance charge the amount of such item back against any such remittance accounts accounts. After all Events of Default have been cured or any Deposit Account of any Debtor subject waived, the Collateral Agent shall promptly return to the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant applicable Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release all proceeds of Collateral which the Collateral Agent has not applied to the Secured Obligations as provided above from the remittance account from time account, as well as all Instruments and tangible Chattel Paper delivered to time after receipt thereofthe Collateral Agent pursuant to Section 6(b)(i) hereof. Each Debtor hereby indemnifies the Secured Creditors Parties from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees (but limited, in the case of attorney’s fees, to one firm of outside counsel, and, if reasonably necessary, one local counsel and one regulatory counsel in any relevant material jurisdiction, to the Collateral Agent, or the Collateral Agent and the Secured Parties, taken as a whole, as the case may be, and, solely in the case of a conflict of interest, one additional counsel to the affected persons similarly situated, taken as a whole) suffered or incurred by any Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor Party for any of the foregoing to the extent they (i) arise solely from the gross negligence or negligence, willful misconduct or bad faith of, or a material breach of this Agreement by, the person seeking to be indemnifiedindemnified to the extent determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) arise out of any dispute solely among Secured Parties (other than in connection with the Collateral Agent acting in its capacity as Collateral Agent, solely to the extent such indemnification would not be denied pursuant to clause (i)) that a court of competent jurisdiction has determined in a final and non-appealable decision did not arise out of any act or omission of any Debtor. Notwithstanding the foregoing, each Secured Party shall be obligated to refund and return any and all amounts paid by any Debtor to such Secured Party for fees, expenses or damages to the extent such Secured Party is not entitled to payment of such amounts in accordance with the terms hereof. The Secured Creditors Parties shall have no liability or responsibility to any Debtor for the Collateral Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Security Agreement (Vantiv, Inc.)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, Agreement each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon Whether or not the occurrence Agent has exercised any or all of its rights under other provisions of this Section 5 and during the continuation of whether or not any Event of DefaultDefault has occurred, at the request of the Agent, each Debtor agrees that: (i) all instruments and chattel paper at any time constituting part of the Collateral (including any post-dated checks) shall, upon receipt by the relevant Debtor, be immediately endorsed to and deposited with Agent; and (ii) such Debtor shall instruct all account debtors to remit all payments in respect of its Receivables to a lockbox or lockboxes from which deposits will be made into one or more accounts maintained with the Agent or under the control by agreement of the Agent (whether or not maintained with the Agent), the Debtors acknowledging that each such account and all funds contained therein constitute Collateral hereunder.
(c) Whether or not any Event of Default has occurred and whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent requests any Debtor to do so:
(i) , all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(cd) Upon the occurrence and during the continuation of any Event of Default, Default and whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 65, the Agent or its designee may notify the relevant any Debtor’s 's customers and or account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, therein and either in its own name, or such Debtor’s name, 's or both, demand, collect (including, including without limitation, limitation through a lockbox analogous to that described in Section 6(b)(ii5(b) hereof), receive, receipt for, sue ▇▇▇ for▇, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other CollateralReceivables.
(de) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b5(b), 5(c) or 6(c5(d) hereof may shall be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts account by the Agent is solely for the Agent’s 's own convenience and that the Debtors do such Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, may apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Agent has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Agent fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such the remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreementaccount, together with interest thereon at the Default Rate. Concurrently with Each Debtor shall accompany each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as the Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless The Debtors hereby jointly and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies severally indemnify the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ attorney's fees suffered or incurred by any the Agent or the Secured Creditor Creditors because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any If an Event of DefaultDefault has occurred and is continuing, and whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables of Debtor or any other Collateral of Debtor (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of such Receivables or any other such Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices office(s) in Chicago, Illinois selected by the Agent.
(c) Upon the occurrence and during the continuation of any If an Event of DefaultDefault has occurred and is continuing, and whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 65, the Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables or any other Collateral, in each case of Debtor, have been assigned to the Agent or of the Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox DEN-181870-4 analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivablessuch Receivables or any other such Collateral, and in the Agent’s discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and or realize upon the security interest of the Agent in the such Receivables or any other such Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Agent, and each Debtor acknowledges that the maintenance of such remittance accounts account by the Agent is solely for the Agent’s convenience and that the Debtors do Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any a Default or Event of DefaultDefault has occurred and is continuing, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Agent has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank Agent fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account account of any Debtor subject to the lien and security interest of this Agreementmaintained with Agent, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an a Default or Event of Default has shall have occurred and is be continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time promptly after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors Agent from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and reasonable attorneys’ fees suffered or incurred by any Secured Creditor Agent because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor Agent for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedAgent. The Secured Creditors Agent shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound ordinary and customary business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Default or Event of Default, whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 6, in the event the Agent reasonably requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Default or Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, and either in its own name, or such Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may reasonably deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “"Depositary Banks” " and individually a “"Depositary Bank”"), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s 's convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Default or Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account depository account of any Debtor subject to the lien and security interest of this Agreementmaintained with any Secured Creditor, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s 's request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until a Default or an Event of Default has shall have occurred and is be continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time promptly after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ ' fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any other Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Security Agreement (Ios Brands Corp)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, Agreement or the Credit Agreement each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon Whether or not the occurrence Agent has exercised any or all of its rights under other provisions of this Section 5 and during the continuation of whether or not any Event of DefaultDefault has occurred, at the request of the Agent, such Debtor shall instruct all account debtors to remit all payments in respect of its Receivables to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at post offices in Chicago, Illinois selected by the Agent.
(c) Whether or not any Event of Default has occurred and whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent requests any Debtor to do so:
(i) , all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(cd) Upon the occurrence and during the continuation continuance of any an Event of Default, whether or not the Agent has exercised any of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant any Debtor’s 's customers and or account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, therein and either in its own name, or such Debtor’s name, 's or both, demand, collect (including, including without limitation, limitation through a lockbox analogous to that described in Section 6(b)(ii5(b) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other CollateralReceivables.
(de) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b5(b), 5(c) or 6(c5(d) hereof may shall be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by (such remittance account to constitute a special restricted account for purposes of Section 4.2 of the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”Credit Agreement), and each Debtor acknowledges that the maintenance of such remittance accounts account by the Agent is solely for the Agent’s 's own convenience and that the Debtors do such Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Event of Default, may apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amountsaccordance with Section 3 of the Credit Agreement. Except for purposes of computing interest on the Obligations in accordance with Section 3.7 of the Credit Agreement, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Agent has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Agent fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such the remittance accounts or any Deposit Account of any Debtor subject to the lien and security interest of this Agreementaccount, together with interest thereon at the Default Rate. Concurrently with Each Debtor shall accompany each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as the Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless The Debtors hereby jointly and until an Event of Default has occurred and is continuing, severally indemnify the Agent will release proceeds of Collateral which and the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors Lenders from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ attorney's fees suffered or incurred by any Secured Creditor the Agent or the Lenders because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors Agent and the Lenders shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” "PAYMENT IN FULL" or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound ordinary and customary business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Default or Event of Default, whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 6, in the event the Agent reasonably requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Default or Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s discretion file any claim or take any other action or proceeding which the Agent may reasonably deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Default or Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account depository account of any Debtor subject to the lien and security interest of this Agreementmaintained with any Secured Creditor, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until a Default or an Event of Default has shall have occurred and is be continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time promptly after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any other Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Security Agreement (FTD Inc)
Collection of Receivables. (a) Except as otherwise provided in this Security Agreement, each the Debtor shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of Whether or not any Event of Default, Default has occurred and whether or not the Agent Secured Party has exercised any or all of its other rights under other provisions of this Section 64, in the event the Agent Secured Party requests any the Debtor to do so:
(i) all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such the Debtor, be immediately endorsed to and deposited with Agentthe Secured Party; and/or
(ii) such the Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Secured Party and which are maintained at one or more post offices office(s) in Chicago, Illinois selected by the AgentSecured Party.
(c) Upon the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under the other provisions of this Section 64, the Agent Secured Party or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Secured Party or of the Agent’s Secured Party's security interest therein, and either in its own name, or such the Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii4(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the Agent’s Secured Party's discretion file any claim or take any other action or proceeding which the Agent Secured Party may deem reasonably necessary or appropriate to protect and or realize upon the security interest of the Agent Secured Party in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Secured Party pursuant to any of the provisions of Sections 6(b4(b) or 6(c4(c) hereof may be handled and administered by the Agent Secured Party in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Secured Party, and each the Debtor acknowledges that the maintenance of such remittance accounts account by the Agent Secured Party is solely for the Agent’s Secured Party's convenience and that the Debtors do Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent Secured Party may, after the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent Secured Party may from time to time in its discretion determine, but not less often than once each week. The Agent Secured Party need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Secured Party has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank Secured Party as such. However, if the Agent Secured Party does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Secured Party fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Secured Party for any reason, the Agent Secured Party may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account depository account of any the Debtor subject to maintained with the lien and security interest of this AgreementSecured Party, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent Secured Party with a report in such form as Agent the Secured Party shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has or an event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default shall have occurred and is be continuing, the Agent Secured Party will release proceeds of Collateral which the Agent Secured Party has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereoftime, but not less often than once per week. Each The Debtor hereby indemnifies the Secured Creditors Party from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and reasonable attorneys’ ' fees suffered or incurred by any the Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no the Debtor shall not be required to indemnify any the Secured Creditor Party for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedSecured Party. The Secured Creditors Party shall have no liability or responsibility to any the Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Security Agreement, each the Debtor shall make collection of its all Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of Whether or not any Event of Default, Default has occurred and whether or not the Agent Secured Party has exercised any or all of its other rights under other provisions of this Section 65, in the event the Agent Secured Party requests any the Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such the Debtor, be immediately endorsed to and deposited with Agentthe Secured Party; and/or
(ii) such the Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Secured Party and which are maintained at one or more post offices office(s) in Chicago, Illinois selected by the AgentSecured Party.
(c) Upon the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, whether or not the Agent Secured Party has exercised any or all of its other rights under the other provisions of this Section 65, the Agent Secured Party or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Secured Party or of the AgentSecured Party’s security interest therein, and either in its own name, or such the Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii5(b)(ii) hereof), receive, receipt for, ▇s▇▇ for, compound and give acquittance acquaintance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the AgentSecured Party’s discretion file any claim or take any other action or proceeding which the Agent Secured Party may deem necessary or appropriate to protect and or realize upon the security interest of the Agent Secured Party in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Secured Party pursuant to any of the provisions of Sections 6(b5(b) or 6(c5(c) hereof may be handled and administered by the Agent Secured Party in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”)Secured Party, and each the Debtor acknowledges that the maintenance of such remittance accounts account by the Agent Secured Party is solely for the AgentSecured Party’s convenience and that the Debtors do Debtor does not have any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent Secured Party may, after the occurrence and during the continuation of any Event of Default or of any event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent Secured Party may from time to time in its discretion determine, but not less often than once each week. The Agent Secured Party need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Secured Party has received final payment therefor at its office in cash or final solvent credits current at the site of deposit in Chicago, Illinois, acceptable to the Agent and the Depositary Bank Secured Party as such. However, if the Agent Secured Party does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Secured Party fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Secured Party for any reason, the Agent Secured Party may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account account of any the Debtor subject to maintained with the lien and security interest of this AgreementSecured Party, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent Secured Party with a report in such form as Agent the Secured Party shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuingor an event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default shall have occurred, the Agent Secured Party will release proceeds of Collateral which the Agent Secured Party has not applied to the Secured Obligations as provided above from the remittance account from time to time time, or promptly after receipt thereof. Each The Debtor hereby indemnifies the Secured Creditors Party from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ fees suffered or incurred by any the Secured Creditor Party because of the maintenance of the foregoing arrangements; provided, however, that no the Debtor shall not be required to indemnify any the Secured Creditor Party for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnifiedSecured Party. The Secured Creditors Party shall have no liability or responsibility to any the Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection Regardless of its Receivables and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any whether an Event of DefaultDefault has occurred and is continuing, and regardless of whether or not the Agent Lender has exercised any or all of its other rights under other provisions of this Section 6Agreement or any other Credit Document, and without prejudice to any other right or remedy available to the Lender at law or in equity, if the event the Agent Lender requests any Debtor Credit Party to do so:
(i) all Instruments instruments and tangible Chattel Paper chattel paper at any time constituting part of the Receivables or any other Collateral (including any postdated checkspost-dated cheques) shall, upon receipt by such DebtorCredit Party, be immediately endorsed to and deposited with Agentthe Lender; and/orand
(ii) such Debtor the Credit Party shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of of, and in such locations as are specified by, the Agent and which are maintained at one Lender or more post offices selected by to a blocked account or blocked accounts, satisfactory to the AgentLender.
(cb) Upon the occurrence and during the continuation of any If an Event of DefaultDefault has occurred and is continuing, whether or not the Agent has exercised and without prejudice to any of its other rights under or remedies available to the other provisions of this Section 6Lender at law or in equity, the Agent Lender or its designee may notify the relevant Debtorany Credit Party’s customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Lender or of the AgentLender’s security interest therein, and (subject to the provisions of the Intercreditor Agreement) either in its own name, or such Debtor’s the applicable Credit Parties’ name, or both, demand, collect (including, without limitation, through a lockbox or blocked account analogous to that described in Section 6(b)(ii) hereof12.1(9)(a)(ii)), receive, receipt for, ▇▇▇ forbring enforcement proceedings in respect of, compound and give acquittance for acquittances for, any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the AgentLender’s discretion file any claim or take any other action or proceeding which the Agent Lender may deem necessary or appropriate to protect and or realize upon the security interest Lien of the Agent Lender in the Receivables or any other Collateral.
(dc) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Lender pursuant to any of the provisions of Sections 6(b12.1(9)(a) or 6(cand 12.1(9)(b) hereof may be handled and administered by the Agent Lender in and through a one or more remittance account or accounts maintained at the Agent or by Lender (such remittance accounts to constitute special restricted accounts for purposes of and subject to the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”provisions of this Agreement), and each Debtor Credit Party acknowledges that the maintenance of such remittance accounts by the Agent Lender is solely for the AgentLender’s convenience and that the Debtors do not have no Credit Party has any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent may, after .
(d) Upon the occurrence and during the continuation of any an Event of DefaultDefault and/or in the circumstances where there is not a sufficient Borrowing Base to support the Accommodations Outstanding, the Lender shall apply all or any part of any proceeds of Receivables or and other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable, but in circumstances where there is not sufficient Borrowing Base to support the Accommodations Outstanding, only to the extent required to reduce the Accommodations Outstanding to the Borrowing Base), such applications to be made in such amountsaccordance with Section 8.1(3). Except for purposes of computing interest on the Obligations in accordance with this Agreement, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent Lender need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank Lender has received final payment therefor at its office in cash or final solvent credits current at the site of deposit Cash Equivalents, acceptable to the Agent and the Depositary Bank as such. HoweverLender; provided that, if the Agent Lender does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank the Lender fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank Lender for any reason, the Agent may at its election in either instance Lender shall be entitled to charge the amount of such item back against any such remittance accounts or any Deposit Account of any Debtor subject to maintained with the lien and security interest of this AgreementLender, together with interest thereon at the Default Raterate referred to in Section 3.5(2) hereof which applies to Revolving Loans in the currency of the amount involved. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s requestDeposit Account, the relevant Debtor Borrower shall furnish the Agent Lender with a report in such form as Agent the Lender shall reasonably require require, identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Credit Agreement (Village Farms International, Inc.)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of all of its Receivables and may use the same to carry on its business in accordance with sound ordinary and customary business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Default or Event of Default, whether or not the Agent has exercised any or all of its other rights under other provisions of this Section 6, in the event the Agent reasonably requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or
(ii) such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Agent and which are maintained at one or more post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Default or Event of DefaultDefault hereunder, whether or not the Agent has exercised any or all of its other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor’s 's customers and account debtors at any time that Receivables have been assigned to the Agent or of the Agent’s 's security interest therein, and either in its own name, or such Debtor’s 's name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ sue for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s 's discretion file any claim or take any other action or proceeding which the Agent may reasonably deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “"Depositary Banks” " and individually a “"Depositary Bank”"), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s 's convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Agent may, after the occurrence and during the continuation of any Default or Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account depository account of any Debtor subject to the lien and security interest of this Agreementmaintained with any Secured Creditor, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s 's request, the relevant Debtor shall furnish the Agent with a report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until a Default or an Event of Default has shall have occurred and is be continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time promptly after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and attorneys’ ' fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified. The Secured Creditors shall have no liability or responsibility to any Debtor for the Agent or any other Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract
Sources: Security Agreement (Ios Brands Corp)
Collection of Receivables. (a) Except as otherwise provided in this Agreement, each Debtor the Debtors shall make collection of its all Receivables and may use the same to carry on its their business in accordance with sound business practice and otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any If an Event of Default, whether or not the Agent Default has exercised any of its other rights under other provisions of this Section 6occurred and is continuing, in the event the Agent Bank requests any Debtor to do so:
(i) all Instruments and tangible Chattel Paper at any time constituting part of the Receivables or any other Collateral (including any postdated checks) shall, upon receipt by such any Debtor, be immediately promptly endorsed to and deposited with AgentBank; and/or
(ii) such Debtor shall promptly instruct all customers and account debtors to remit all payments in respect of such Receivables or any other such Collateral to a lockbox or lockboxes under the sole custody and control of the Agent Bank and which are maintained at one or more in post offices office(s) selected by the Agent.Bank. 726830840.4 18564250
(c) Upon the occurrence and during the continuation of any If an Event of DefaultDefault has occurred and is continuing, whether or not the Agent has exercised any of its other rights under the other provisions of this Section 6, the Agent Bank or its designee may notify the relevant any Debtor’s customers and account debtors at any time that Receivables or any other Collateral have been assigned to the Agent Bank or of the AgentBank’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on ReceivablesReceivables or any other Collateral, and in the AgentBank’s discretion file any claim or take any other action or proceeding which the Agent Bank may deem necessary or appropriate to protect and or realize upon the security interest of the Agent Bank in the Receivables or any other Collateral.
(d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent Bank pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent Bank in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts account by the Agent Bank is solely for the AgentBank’s convenience and that the Debtors do not have no Debtor has any right, title or interest in such remittance accounts account or any amounts at any time standing to the credit thereof. The Agent Bank may, after the occurrence and during the continuation of any a Default or Event of DefaultDefault has occurred and is continuing, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, order and at such intervals as the Agent Bank may from time to time in its discretion determine, but not less often than once each week. The Agent Bank need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit credits, acceptable to the Agent and the Depositary Bank as such. However, if the Agent Bank does permit give credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent Bank may at its election in either instance charge the amount of such item back against any such the remittance accounts account or any Deposit Account account of any Debtor subject to the lien and security interest of this Agreementmaintained with Bank, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such the remittance account, upon the Agent’s request, the relevant Debtor Debtors shall furnish the Agent Bank with a report in such form as Agent Bank shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has or an event or condition which with the lapse of time or the giving of notice, or both, would constitute an Event of Default shall have occurred and is be continuing, the Agent Bank will release proceeds of Collateral which the Agent Bank has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereoftime, but not less often than once per week. Each Debtor Debtor, jointly and severally, hereby indemnifies the Secured Creditors agrees to indemnify Bank from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, charges and reasonable attorneys’ fees suffered or incurred by any Secured Creditor Bank because of the maintenance of the foregoing arrangementsarrangements INCLUDING ITS OWN ORDINARY NEGLIGENCE; provided, however, that no Debtor shall be required to indemnify any Secured Creditor Bank for any of the foregoing to the extent they arise solely from the its gross negligence or willful misconduct of the person seeking to be indemnifiedmisconduct. The Secured Creditors Bank shall have no liability or responsibility to any Debtor for the Agent or any Depositary Bank accepting any check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance.
Appears in 1 contract