Remedies Relating to Accounts. Upon the occurrence and during the continuance of an Event of Default, whether or not the Agent has exercised any or all of its rights and remedies hereunder, the Agent shall have the right to enforce any Obligor's rights against any account debtors and obligors on such Obligor's Accounts. Each Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Canadian Agent or the Agent in accordance with the provisions hereof shall be solely for the Agent's own convenience and that such Obligor shall not have any right, title or interest in such Proceeds or in any such other amounts except as expressly provided herein. The Agent and the Lenders shall have no liability or responsibility to any Obligor for acceptance of a 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 or be responsible for determining the correctness of any remittance. The Agent shall have no obligation to apply or give credit for any item included in proceeds of Accounts or other Collateral until the final payment therefor has been deposited into the Canadian Account or any other account covered by a blocked account agreement in favor of the Agent. However, if the Agent does permit credit to be given for any item prior to deposit of final payment into the Canadian Account or such other account and such final payment is not made or an item is charged back to the Agent or the Canadian Agent for any reason, the Agent may at its election in either instance charge or cause to be charged the amount of such item back against the Canadian Account or such other account, together with interest thereon at a rate per annum equal to the default rate set forth in Section 4.2(b) of the Credit Agreement. Each Obligor hereby agrees to indemnify the Agent, the Canadian Agent and the Lenders from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys' fees suffered or incurred by the Agents or the Lenders (each, an "Indemnified Party") because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by an Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto. The Agents shall have no liability or responsibility to any Obligor for any bank maintaining the Canadian Account or any other account covered by a blocked account agreement in favor of the Agent 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 (it being understood that this sentence shall in no way affect the liability or responsibility of any such bank).
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Remedies Relating to Accounts. Upon the occurrence and during the continuance of an Event of DefaultDefault and during the continuation thereof, whether or not the Canadian Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Canadian Administrative Agent instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Canadian Administrative Agent and (ii) the Canadian Administrative Agent shall have the right to enforce any Obligor's Grantor’s rights against its customers and account debtors, and the Canadian Administrative Agent or its designee may notify (or require any Grantor to notify) any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Canadian Administrative Agent or of the Canadian Administrative Agent’s security interest therein, and obligors may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, ▇▇▇ for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on such Obligor's any Account, and, in the Canadian Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Secured Parties in the Accounts. Each Obligor Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Canadian Agent or the Administrative Agent in accordance with the provisions hereof shall be solely for the Canadian Administrative Agent's ’s own convenience and that such Obligor shall not have any right, title or interest in such Proceeds or in any such other amounts except as expressly provided hereinconvenience. The Canadian Administrative Agent and the Lenders Secured Parties shall have no liability or responsibility to any Obligor Grantor for acceptance of a 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 or be responsible for determining the correctness of any remittance. The Agent shall have no obligation to apply or give credit for any item included in proceeds of Accounts or other Collateral until the final payment therefor has been deposited into the Canadian Account or any other account covered by a blocked account agreement in favor of the Agent. However, if the Agent does permit credit to be given for any item prior to deposit of final payment into the Canadian Account or such other account and such final payment is not made or an item is charged back to the Agent or the Canadian Agent for any reason, the Agent may at its election in either instance charge or cause to be charged the amount of such item back against the Canadian Account or such other account, together with interest thereon at a rate per annum equal to the default rate set forth in Section 4.2(b) of the Credit Agreement. Each Obligor Grantor hereby agrees to indemnify the Agent, the Canadian Administrative Agent and the Lenders Secured Parties from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys' legal fees suffered or incurred by the Agents Canadian Administrative Agent or the Lenders Secured Parties (each, an "“Indemnified Party"”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, directors, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by an Obligora Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto. The Agents shall have no liability or responsibility to any Obligor for any bank maintaining the Canadian Account or any other account covered by a blocked account agreement in favor of the Agent 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 (it being understood that this sentence shall in no way affect the liability or responsibility of any such bank).
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