Common use of Receipt of Payments Clause in Contracts

Receipt of Payments. The Assignor hereby irrevocably designates the Assignee (or its designee) to receive all payments of (i) the Lease Rents, the Other Lease Rents and the Contract Rents and any other sums payable to the Assignor under the Lease, any Other Lease or any Contract and (ii) all Guaranteed Obligations and any other sums payable to the Assignor under the Hanover Guarantee. The Assignor agrees to direct (and hereby directs) the Lessee, any other lessees and any contracting parties to deliver to the Assignee (or its designee), at its address provided herein or at such other address or to such other Person as the Assignee shall designate, all such payments and sums on account of the Rents, and no delivery thereof by the Lessee, such other lessee or such contracting party shall be of any force or effect unless made to the Assignee (or its designee), as herein provided. The Rents shall for all purposes be considered the property of the Assignee and not of the Assignor, whether before or after the occurrence of an Event of Default. The Assignor shall at all times retain the right, but not to the exclusion of the Assignee, (A) to receive from the Lessee all notices, certificates and other documents and all information that the Lessee is permitted or required to give or furnish to the "Lessor" pursuant to the Lease, the Participation Agreement or any other Operative Document, (B) to inspect the Equipment, (C) to retain all rights with respect to insurance that Section 14 of the Lease specifically confers upon the "Lessor", (D) to provide such insurance as the Lessee shall have failed to maintain or as the Assignor may desire and (E) to enforce compliance by the Lessee with the provisions of Section 8, 9, 10, 11 and 14 of the Lease.

Receipt of Payments. The Assignor hereby irrevocably designates Any payment of the Assignee (Indebtedness made by mail will be deemed tendered and received only upon actual receipt by the Bank at the address designated for such payment, whether or its designee) not the Bank has authorized payment by mail or any other manner, and shall not be deemed to receive have been made in a timely manner unless received on the date due for such payment, time being of the essence. Borrower expressly assumes all payments risks of (i) loss or liability resulting from non-delivery or delay of delivery of any item of payment transmitted by mail or in any other manner. Acceptance by the Lease RentsBank of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, and the failure to pay the entire amount then due shall be and continue to be a Default or Event of Default as provided in Section 7.1, and at any time thereafter and until the entire amount then due has been paid, the Other Lease Rents and the Contract Rents and any other sums payable to the Assignor under the Lease, any Other Lease or any Contract and (ii) all Guaranteed Obligations and any other sums payable to the Assignor under the Hanover Guarantee. The Assignor agrees to direct (and hereby directs) the Lessee, any other lessees and any contracting parties to deliver to the Assignee (or its designee), at its address provided herein or at such other address or to such other Person as the Assignee shall designate, all such payments and sums on account of the Rents, and no delivery thereof by the Lessee, such other lessee or such contracting party Bank shall be of entitled to exercise any force or effect unless made to the Assignee (or its designee), as and all rights conferred upon it herein provided. The Rents shall for all purposes be considered the property of the Assignee and not of the Assignor, whether before or after upon the occurrence of an a Default or Event of DefaultDefault as provided in Section 7.1. The Assignor Borrower waives the right to direct the application of any and all payments at any time or times hereafter received by the Bank from or on behalf of the Borrower. Borrower agrees that the Bank shall have the continuing exclusive right to apply and to reapply any and all payments received at all any time or times retain hereafter against the rightIndebtedness in such manner as the Bank may deem advisable, but not notwithstanding any entry by the Bank upon any of its books and records. Borrower expressly agrees that to the exclusion of the Assignee, (A) to receive from the Lessee all notices, certificates and other documents and all information extent that the Lessee Bank receives any payment of benefit and such payment or benefit, or any part thereof, is permitted subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to give or furnish be repaid to the "Lessor" pursuant to the Leasea trustee, the Participation Agreement receiver, or any other Operative Documentparty under any bankruptcy act, (B) state or federal law, common law or equitable cause, then to inspect the Equipmentextent of such payment or benefit, (C) the Indebtedness or part thereof intended to retain all rights with respect to insurance that Section 14 of the Lease specifically confers upon the "Lessor"be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, (D) to provide further any such insurance as the Lessee shall have failed to maintain or as the Assignor may desire and (E) to enforce compliance repayment by the Lessee with Bank, to the provisions of Section 8extent that the Bank did not directly receive a corresponding cash payment, 9, 10, 11 shall be added to and 14 of be additional Indebtedness payable upon demand by the LeaseBank.

Receipt of Payments. The Assignor hereby irrevocably designates If Xxxxxxx receives any payment on account of any indebtedness or other obligations owing to Xxxxxxx from one or more Borrowers (other than the Assignee Program Payments, or as payment for the Purchased Inventory received in the ordinary course of business, or regularly scheduled payments of principal and interest in respect of the Xxxxxxx Note), Xxxxxxx will hold the amount so received in trust for KeyBank and will forthwith turn over such payment to KeyBank in the form received (except for the endorsement of Xxxxxxx where necessary) for application to the KeyBank Obligations (whether or its designeenot due), in such order of application as KeyBank may deem appropriate. Universal shall not be permitted to prepay the Xxxxxxx Note, in whole or in part, without the prior written consent of KeyBank, such consent not to be unreasonably withheld or delayed. If, at any time, an event of default, or event which with the passage of time or the giving of notice, or both, would constitute an event of default, has occurred and is continuing under the Credit Agreement, then KeyBank or Universal (as the case may be) may thereafter send written notice of such fact (a “Credit Agreement Default Notice”) to receive all payments of (i) the Lease Rents, the Other Lease Rents and the Contract Rents and any other sums payable to the Assignor under the Lease, any Other Lease or any Contract and (ii) all Guaranteed Obligations and any other sums payable to the Assignor under the Hanover Guarantee. The Assignor agrees to direct (and hereby directs) the Lessee, any other lessees and any contracting parties to deliver to the Assignee (or its designee), Xxxxxxx at its address provided herein or at such other address or to such other Person as the Assignee shall designate, set forth above. Xxxxxxx may accept and retain all such regularly scheduled payments of principal and sums on account interest in respect of the RentsXxxxxxx Note that are received by Xxxxxxx prior to its receipt of a Credit Agreement Default Notice from KeyBank or Universal. If Xxxxxxx receives any payment in respect of the Xxxxxxx Note from Universal after Xxxxxxx’x receipt of a Credit Agreement Default Notice from KeyBank or Universal, Xxxxxxx will hold the amount so received in trust for KeyBank and no delivery thereof by will forthwith turn over such payment to KeyBank in the Lessee, such other lessee or such contracting party shall be form received (except for the endorsement of any force or effect unless made Xxxxxxx where necessary) for application to the Assignee KeyBank Obligations (whether or its designeenot due), in such order of application as herein provided. The Rents shall for all purposes be considered the property of the Assignee and not of the Assignor, whether before or after the occurrence of an Event of Default. The Assignor shall at all times retain the right, but not to the exclusion of the Assignee, (A) to receive from the Lessee all notices, certificates and other documents and all information that the Lessee is permitted or required to give or furnish to the "Lessor" pursuant to the Lease, the Participation Agreement or any other Operative Document, (B) to inspect the Equipment, (C) to retain all rights with respect to insurance that Section 14 of the Lease specifically confers upon the "Lessor", (D) to provide such insurance as the Lessee shall have failed to maintain or as the Assignor KeyBank may desire and (E) to enforce compliance by the Lessee with the provisions of Section 8, 9, 10, 11 and 14 of the Leasedeem appropriate.

Receipt of Payments. Any payment of the Indebtedness made by mail will be deemed tendered and received only upon actual receipt by the Bank at the address designated for such payment, whether or not the Bank has authorized payment by mail or any other manner, and shall not be deemed to have been made in a timely manner unless received on the date due for such payment, time being of the essence. The Assignor hereby irrevocably designates Borrower expressly assumes all risks of loss or liability resulting from non-delivery or delay of delivery of any item of payment transmitted by mail or in any other manner. Acceptance by the Assignee (or its designee) Bank of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, and the failure to receive all payments pay the entire amount then due shall be and continue to be an Event of (i) Default, and at any time thereafter and until the Lease Rentsentire amount then due has been paid, the Other Lease Rents and the Contract Rents and any other sums payable to the Assignor under the Lease, any Other Lease or any Contract and (ii) all Guaranteed Obligations and any other sums payable to the Assignor under the Hanover Guarantee. The Assignor agrees to direct (and hereby directs) the Lessee, any other lessees and any contracting parties to deliver to the Assignee (or its designee), at its address provided herein or at such other address or to such other Person as the Assignee shall designate, all such payments and sums on account of the Rents, and no delivery thereof by the Lessee, such other lessee or such contracting party Bank shall be of entitled to exercise any force or effect unless made to the Assignee (or its designee), as and all rights conferred upon it herein provided. The Rents shall for all purposes be considered the property of the Assignee and not of the Assignor, whether before or after upon the occurrence of an Event of Default. Upon occurrence of an Event of Default, the Borrower waives the right to direct the application of any and all payments at any time or times thereafter received by the Bank from or on behalf of the Borrower. The Assignor Borrower agrees that the Bank shall have the continuing exclusive right to apply and to reapply any and all payments received at all any time or times retain hereafter against the rightIndebtedness in such manner as the Bank may deem advisable, but not notwithstanding any entry by the Bank upon any of its books and records. The Borrower expressly agrees that to the exclusion of the Assignee, (A) to receive from the Lessee all notices, certificates and other documents and all information extent that the Lessee Bank receives any payment or benefit and such payment or benefit, or any part thereof, is permitted subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to give or furnish be repaid to the "Lessor" pursuant to the Leasea trustee, the Participation Agreement receiver, or any other Operative Documentparty under any bankruptcy act, (B) state or federal law, common law or equitable cause, then to inspect the Equipmentextent of such payment or benefit, (C) the Indebtedness or part thereof intended to retain all rights with respect to insurance that Section 14 of the Lease specifically confers upon the "Lessor"be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, (D) to provide further, any such insurance as the Lessee shall have failed to maintain or as the Assignor may desire and (E) to enforce compliance repayment by the Lessee with Bank, to the provisions of Section 8extent that the Bank did not directly receive a corresponding cash payment, 9, 10, 11 shall be added to and 14 of be additional Indebtedness payable upon demand by the LeaseBank.

Receipt of Payments. Any payment of the Indebtedness made by mail will be deemed tendered and received only upon actual receipt by the Bank at the address designated for such payment, whether or not the Bank has authorized payment by mail or any other manner, and shall not be deemed to have been made in a timely manner unless received on the date due for such payment, time being of the essence. The Assignor hereby irrevocably designates Borrower expressly assumes all risks of loss or liability resulting from non-delivery or delay of delivery of any item of payment transmitted by mail or in any other manner. Acceptance by the Assignee (or its designee) Bank of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, and the failure to receive all payments pay the entire amount then due shall be and continue to be an Event of (i) Default, and at any time thereafter and until the Lease Rentsentire amount then due has been paid, the Other Lease Rents and the Contract Rents and any other sums payable to the Assignor under the Lease, any Other Lease or any Contract and (ii) all Guaranteed Obligations and any other sums payable to the Assignor under the Hanover Guarantee. The Assignor agrees to direct (and hereby directs) the Lessee, any other lessees and any contracting parties to deliver to the Assignee (or its designee), at its address provided herein or at such other address or to such other Person as the Assignee shall designate, all such payments and sums on account of the Rents, and no delivery thereof by the Lessee, such other lessee or such contracting party Bank shall be of entitled to exercise any force or effect unless made to the Assignee (or its designee), as and all rights conferred upon it herein provided. The Rents shall for all purposes be considered the property of the Assignee and not of the Assignor, whether before or after upon the occurrence of an Event of Default. The Assignor shall Borrower waives the right to direct the application of any and all payments at all any time or times retain hereafter received by the right, but not Bank from or on behalf of the Borrower. The Borrower expressly agrees that to the exclusion of the Assignee, (A) to receive from the Lessee all notices, certificates and other documents and all information extent that the Lessee Bank receives any payment or benefit and such payment or benefit, or any part thereof, is permitted subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to give or furnish be repaid to the "Lessor" pursuant to the Leasea trustee, the Participation Agreement receiver, or any other Operative Documentparty under any bankruptcy act, (B) state or federal law, common law or equitable cause, then to inspect the Equipmentextent of such payment or benefit, (C) the Indebtedness or part thereof intended to retain all rights with respect to insurance that Section 14 of the Lease specifically confers upon the "Lessor"be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, (D) to provide further, any such insurance as the Lessee shall have failed to maintain or as the Assignor may desire and (E) to enforce compliance repayment by the Lessee with Bank, to the provisions of Section 8extent that the Bank did not directly receive a corresponding cash payment, 9, 10, 11 shall be added to and 14 of be additional Indebtedness payable upon demand by the LeaseBank.

Receipt of Payments. Any payment of the indebtedness of Borrower to Bank made by mail will be deemed tendered and received only upon actual receipt by the Bank at the address designated for such payment, whether or not the Bank has authorized payment by mail or any other manner, and shall not be deemed to have been made in a timely manner unless received on the date due for such payment, time being of the essence. The Assignor hereby irrevocably designates Borrower expressly assumes all risks of loss or liability resulting from non-delivery or delay of delivery of any item of payment transmitted by mail or in any other manner. Acceptance by the Assignee (or its designee) Bank of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, and the failure to receive all payments pay the entire amount then due shall be and continue to be an Event of (i) Default, and at any time thereafter and until the Lease Rentsentire amount then due has been paid, the Other Lease Rents and the Contract Rents and any other sums payable to the Assignor under the Lease, any Other Lease or any Contract and (ii) all Guaranteed Obligations and any other sums payable to the Assignor under the Hanover Guarantee. The Assignor agrees to direct (and hereby directs) the Lessee, any other lessees and any contracting parties to deliver to the Assignee (or its designee), at its address provided herein or at such other address or to such other Person as the Assignee shall designate, all such payments and sums on account of the Rents, and no delivery thereof by the Lessee, such other lessee or such contracting party Bank shall be of entitled to exercise any force or effect unless made to the Assignee (or its designee), as and all rights conferred upon it herein provided. The Rents shall for all purposes be considered the property of the Assignee and not of the Assignor, whether before or after upon the occurrence of an Event of Default. The Assignor Borrower waives the right to direct the application of any and all payments at any time or times hereafter received by the Bank from or on behalf of the Borrower. The Borrower agrees that the Bank shall have the continuing exclusive right to apply and to reapply any and all payments received at all any time or times retain hereafter against the rightindebtedness of Borrower to Bank in such manner as the Bank may deem advisable, but not notwithstanding any entry by the Bank upon any of its books and records. The Borrower expressly agrees that to the exclusion of the Assignee, (A) to receive from the Lessee all notices, certificates and other documents and all information extent that the Lessee Bank receives any payment or benefit and such payment or benefit, or any part thereof, is permitted subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to give or furnish be repaid to the "Lessor" pursuant to the Leasea trustee, the Participation Agreement receiver, or any other Operative Documentparty under any bankruptcy act, (B) state or federal law, common law or equitable cause, then to inspect the Equipmentextent of such payment or benefit, (C) the indebtedness of Borrower to retain all rights with respect Bank or part thereof intended to insurance that Section 14 of the Lease specifically confers upon the "Lessor"be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, (D) to provide further, any such insurance as the Lessee shall have failed to maintain or as the Assignor may desire and (E) to enforce compliance repayment by the Lessee with Bank, to the provisions extent that the Bank did not directly receive a corresponding cash payment, shall be added to and be additional Indebtedness of Section 8, 9, 10, 11 and 14 of Borrower to Bank payable upon demand by the LeaseBank.

Receipt of Payments. Any payment to be made by the Borrowers will be timely made if received not later than 1:00 p.m. Houston time on the date such payment is due. Payments received after 1:00 p.m. Houston time shall be deemed to be made prior to 1:00 p.m. on the next succeeding Business Day. Any payment made by mail will be deemed tendered and received only upon actual receipt by the Bank at the address designated for such payment, whether or not the Bank has authorized payment by mail or any other manner, and shall not be deemed to have been made in a timely manner unless received on or before 1:00 p.m. Houston time on the date due for such payment, time being of the essence. The Assignor hereby irrevocably designates Borrowers expressly assume all risks of loss or liability resulting from non-delivery or delay of deliver of any item of payment transmitted by mail or in any other manner. Acceptance by the Assignee (or its designee) Bank of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, and the failure to receive all payments pay the entire amount then due shall be and continue to be an Event of (i) Default, and at any time thereafter and until the Lease Rentsentire amount then due has been paid, the Other Lease Rents and the Contract Rents and any other sums payable to the Assignor under the Lease, any Other Lease or any Contract and (ii) all Guaranteed Obligations and any other sums payable to the Assignor under the Hanover Guarantee. The Assignor agrees to direct (and hereby directs) the Lessee, any other lessees and any contracting parties to deliver to the Assignee (or its designee), at its address provided herein or at such other address or to such other Person as the Assignee shall designate, all such payments and sums on account of the Rents, and no delivery thereof by the Lessee, such other lessee or such contracting party Bank shall be of entitled to exercise any force or effect unless made to the Assignee (or its designee), as and all rights conferred upon it herein provided. The Rents shall for all purposes be considered the property of the Assignee and not of the Assignor, whether before or after upon the occurrence of an Event of Default. The Assignor Borrowers waive the right to direct the application of any and all payments at any time or times hereafter received by the Bank from or on behalf of the Borrowers except each such payment designated as a payment under this Agreement shall at all times retain the right, but not be applied to the exclusion Obligations; provided, however, that, except as otherwise specified pursuant to Section 9.1, no payment on account of interest shall be applied on the Assignee, (A) principal owed under the Revolving Credit Note. The Borrowers agree that the Bank shall have the continuing exclusive right to receive from the Lessee all notices, certificates apply and other documents to reapply any and all information payments received at any time or times hereafter against the Obligations in such manner as the Bank may deem advisable, notwithstanding any entry by the Bank upon any of its books and records. The Borrowers expressly agree that to the extent that the Lessee Bank receives any payment or benefit and such payment or benefit, or any part thereof, is permitted subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to give or furnish be repaid to the "Lessor" pursuant to the Leasea trustee, the Participation Agreement receiver, or any other Operative Documentparty under any Debtor Law or other state or federal law, (B) common law or equitable cause, then to inspect the Equipmentextent of such payment or benefit, (C) the Obligations or part thereof intended to retain all rights with respect to insurance that Section 14 of the Lease specifically confers upon the "Lessor"be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, (D) to provide further, any such insurance as the Lessee shall have failed to maintain or as the Assignor may desire and (E) to enforce compliance repayment by the Lessee with Bank, to the provisions of Section 8extent that the Bank did not directly receive a corresponding cash payment, 9, 10, 11 shall be added to the Obligations and 14 of be an additional Obligations payable upon demand by the LeaseBank.

Receipt of Payments. The Assignor hereby irrevocably designates Any payment of the Assignee (Indebtedness made by mail ------------------- will be deemed tendered and received only upon actual receipt by Bank at the address designated for such payment, whether or its designee) not Bank has authorized payment by mail or any other manner, and shall not be deemed to receive have been made in a timely manner unless received on the date due for such payment, time being of the essence. Borrower expressly assumes all payments risks of (i) loss or liability resulting from non-delivery or delay of delivery of any item of payment transmitted by mail or in any other manner. Acceptance by Bank of any payment in an amount less than the Lease Rentsamount then due shall be deemed an acceptance on account only, the Other Lease Rents and the Contract Rents failure to pay the entire amount then due shall be and any other sums payable continue to the Assignor under the Lease, any Other Lease or any Contract and (ii) all Guaranteed Obligations and any other sums payable to the Assignor under the Hanover Guarantee. The Assignor agrees to direct (and hereby directs) the Lessee, any other lessees and any contracting parties to deliver to the Assignee (or its designee), at its address provided herein or at such other address or to such other Person as the Assignee shall designate, all such payments and sums on account be an Event of the RentsDefault, and no delivery thereof by at any time thereafter and until the Lesseeentire amount then due has been paid, such other lessee or such contracting party Bank shall be of entitled to exercise any force or effect unless made to the Assignee (or its designee), as and all rights conferred upon it herein provided. The Rents shall for all purposes be considered the property of the Assignee and not of the Assignor, whether before or after upon the occurrence of an Event of Default. The Assignor Borrower waives the right to direct the application of any and all payments at any time or times hereafter received by Bank from or on behalf of Borrower. Borrower agrees that Bank shall have the continuing exclusive right to apply and to reapply any and all payments received at all any time or times retain hereafter against the rightIndebtedness in such manner as Bank may deem advisable, but not notwithstanding any entry by Bank upon any of its books and records. Borrower expressly agrees that to the exclusion of the Assigneeextent that Bank receives any payment or benefit and such payment or benefit, (A) or any part thereof, is subsequently invalidated, declared to receive from the Lessee all noticesbe fraudulent or preferential, certificates and other documents and all information that the Lessee set aside or is permitted or required to give or furnish be repaid to the "Lessor" pursuant to the Leasea trustee, the Participation Agreement receiver, or any other Operative Documentparty under any bankruptcy act, (B) state or federal law, common law or equitable cause, then to inspect the Equipmentextent of such payment or benefit, (C) the Indebtedness or part thereof intended to retain all rights with respect be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Bank, to insurance the extent that Section 14 of the Lease specifically confers Bank did not directly receive a corresponding cash payment, shall be added to and be additional Indebtedness payable upon the "Lessor", (D) to provide such insurance as the Lessee shall have failed to maintain or as the Assignor may desire and (E) to enforce compliance demand by the Lessee with the provisions of Section 8, 9, 10, 11 and 14 of the LeaseBank.

Receipt of Payments. The Assignor hereby irrevocably designates Any payment of the Assignee (Obligations made by mail will be deemed tendered and received only upon actual receipt by Bank at the address designated for such payment, whether or its designee) not Bank has authorized payment by mail or any other manner, and shall not be deemed to receive have been made in a timely manner unless received on the date due for such payment, time being of the essence. Borrower expressly assume all payments risks of (i) loss or liability resulting from non-delivery or delay of delivery of any item of payment transmitted by mail or in any other manner. Acceptance by Bank of any payment in an amount less than the Lease Rentsamount then due shall be deemed an acceptance on account only, the Other Lease Rents and the Contract Rents failure to pay the entire amount then due shall be and any other sums payable continue to the Assignor under the Lease, any Other Lease or any Contract and (ii) all Guaranteed Obligations and any other sums payable to the Assignor under the Hanover Guarantee. The Assignor agrees to direct (and hereby directs) the Lessee, any other lessees and any contracting parties to deliver to the Assignee (or its designee), at its address provided herein or at such other address or to such other Person as the Assignee shall designate, all such payments and sums on account be an Event of the RentsDefault, and no delivery thereof by at any time thereafter and until the Lesseeentire amount then due has been paid, such other lessee or such contracting party Bank shall be of entitled to exercise any force or effect unless made to the Assignee (or its designee), as and all rights conferred upon it herein provided. The Rents shall for all purposes be considered the property of the Assignee and not of the Assignor, whether before or after upon the occurrence of an Event of Default. The Assignor Borrower waives the right to direct the application of any and all payments at any time or times hereafter received by Bank from or on behalf of Borrower. Borrower agrees that Bank shall have the continuing exclusive right to apply and to reapply any and all payments received at all any time or times retain hereafter against the rightObligations in such manner as Bank may deem advisable, but not notwithstanding any entry by Bank upon any of its books and records. Borrower expressly agrees that to the exclusion of the Assigneeextent that Bank receives any payment or benefit and such payment or benefit, (A) or any part thereof, is subsequently invalidated, declared to receive from the Lessee all noticesbe fraudulent or preferential, certificates and other documents and all information that the Lessee set aside or is permitted or required to give or furnish be repaid to the "Lessor" pursuant to the Leasea trustee, the Participation Agreement receiver, or any other Operative Documentparty under any bankruptcy act, (B) state or federal law, common law or equitable cause, then to inspect the Equipmentextent of such payment or benefit, (C) the Obligations or part thereof intended to retain all rights with respect be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Bank, to insurance the extent that Section 14 of the Lease specifically confers Bank did not directly receive a corresponding cash payment, shall be added to and be additional Obligations payable upon the "Lessor", (D) to provide such insurance as the Lessee shall have failed to maintain or as the Assignor may desire and (E) to enforce compliance demand by the Lessee with the provisions of Section 8, 9, 10, 11 and 14 of the LeaseBank.

Receipt of Payments. Any payment of the Indebtedness made by mail will be deemed tendered and received only upon actual receipt by the Bank at the address designated for such payment, whether or not the Bank has authorized payment by mail or any other manner, and shall not be deemed to have been made in a timely manner unless received on the date due for such payment, time being of the essence. The Assignor hereby irrevocably designates Company expressly assumes all risks of loss or liability resulting from non-delivery or delay of delivery of any item of payment transmitted by mail or in any other manner. Acceptance by the Assignee (or its designee) Bank of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, and the failure to receive all payments pay the entire amount then due shall be and continue to be an Event of (i) Default, and at any time thereafter and until the Lease Rentsentire amount then due has been paid, the Other Lease Rents and the Contract Rents and any other sums payable to the Assignor under the Lease, any Other Lease or any Contract and (ii) all Guaranteed Obligations and any other sums payable to the Assignor under the Hanover Guarantee. The Assignor agrees to direct (and hereby directs) the Lessee, any other lessees and any contracting parties to deliver to the Assignee (or its designee), at its address provided herein or at such other address or to such other Person as the Assignee shall designate, all such payments and sums on account of the Rents, and no delivery thereof by the Lessee, such other lessee or such contracting party Bank shall be of entitled to exercise any force or effect unless made to the Assignee (or its designee), as and all rights conferred upon it herein provided. The Rents shall for all purposes be considered the property of the Assignee and not of the Assignor, whether before or after upon the occurrence of an Event of Default. The Assignor Company waives the right to direct the application of any and all payments at any time or times hereafter received by the Bank from or on behalf of the Company. The Company agrees that the Bank shall have the continuing exclusive right to apply and to reapply any and all payments received at all any time or times retain hereafter against the rightIndebtedness in such manner as the Bank may deem advisable, but not notwithstanding any entry by the Bank upon any of its books and records. The Company expressly agrees that to the exclusion of the Assignee, (A) to receive from the Lessee all notices, certificates and other documents and all information extent that the Lessee Bank receives any payment or benefit and such payment or benefit, or any part thereof, is permitted subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to give or furnish be repaid to the "Lessor" pursuant to the Leasea trustee, the Participation Agreement receiver, or any other Operative Documentparty under any bankruptcy act, (B) state or federal law, common law or equitable cause, then to inspect the Equipmentextent of such payment or benefit, (C) the Indebtedness or part thereof intended to retain all rights with respect to insurance that Section 14 of the Lease specifically confers upon the "Lessor"be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, (D) to provide further, any such insurance as the Lessee shall have failed to maintain or as the Assignor may desire and (E) to enforce compliance repayment by the Lessee with Bank, to the provisions of Section 8extent that the Bank did not directly receive a corresponding cash payment, 9, 10, 11 shall be added to and 14 of be additional Indebtedness payable upon demand by the LeaseBank.

Receipt of Payments. The Assignor hereby irrevocably designates Borrower shall make each payment under this Agreement (not otherwise made pursuant to Section 1.8) without set-off, counterclaim or deduction and free and clear of all Taxes not later than 1:00 PM New York City time on the Assignee (or its designee) day when due in lawful money of the United States of America in immediately available funds to receive an account specified by the Agent in writing. If Borrower shall be required by law to deduct any Taxes from any payment to any Lender under any Loan Document, then the amount payable to such Lender shall be increased so that, after making all payments of required deductions, Lender receives an amount equal to that which it would have received had no such deductions been made; provided, however, that Borrower shall not be required to increase any such amounts payable to such Lender with respect to any Taxes (i) that are attributable to such Lender’s failure to comply with the Lease Rentsrequirements of Section 8(b), the Other Lease Rents and the Contract Rents and any other sums payable so long as (x) Borrower provides written notice to the Assignor under Agent of the Leaseimposition of any such Taxes as soon as Borrower is aware of the imposition of such Taxes, but in no event less than 5 Business Days before the scheduled payment or withholding of such Taxes and (y) such Lender, after receiving such notice from the Agent, has not complied with the requirements of Section 8(b) before any Other Lease or any Contract and such Taxes accrue, (ii) all Guaranteed Obligations and any other sums that are United States withholding taxes imposed on amounts payable to such Lender at the Assignor under the Hanover Guarantee. The Assignor agrees time such Lender becomes a party to direct (and hereby directs) the Lesseethis Agreement, any other lessees and any contracting parties to deliver except to the Assignee extent that such Lender’s assignor (or its designee)if any) was entitled, at its address provided herein or at such other address or to such other Person as the Assignee shall designatetime of assignment, all such payments and sums on account of the Rents, and no delivery thereof by the Lessee, such other lessee or such contracting party shall be of any force or effect unless made to the Assignee (or its designee), as herein provided. The Rents shall for all purposes be considered the property of the Assignee and not of the Assignor, whether before or after the occurrence of an Event of Default. The Assignor shall at all times retain the right, but not to the exclusion of the Assignee, (A) to receive additional amounts from the Lessee all notices, certificates and other documents and all information that the Lessee is permitted or required to give or furnish to the "Lessor" pursuant to the Lease, the Participation Agreement or any other Operative Document, (B) to inspect the Equipment, (C) to retain all rights Borrower with respect to insurance such Taxes pursuant to this Section or (iii) that Section 14 are imposed as a result of an event occurring after such Lender becomes a Lender other than (a) a change in any relevant law or regulation or the introduction of any relevant law or regulation or a change in interpretation, administration or application by any competent authority of any relevant law, or (b) compliance with any regulation made by a competent authority having jurisdiction over such Lender, so long as (x) Borrower provides written notice to the Agent of the Lease specifically confers upon imposition of any such Taxes as soon as Borrower is aware of the "Lessor"imposition of such Taxes, (D) to provide but in no event less than 10 Business Days before the scheduled payment or withholding of such insurance as the Lessee shall have failed to maintain or as the Assignor may desire Taxes and (Ey) to enforce compliance by such Lender, after receiving such notice the Lessee with the provisions of Section 8Agent, 9, 10, 11 and 14 of the Leasehas not cured any such event before any such Taxes accrue.

Receipt of Payments. The Assignor hereby irrevocably designates Borrower shall place a legend on each invoice instructing all of the Assignee (Account Debtors to make payments to Lender. Lender shall from time to time notify customers or its designee) Account Debtors of Borrower that the Accounts have been assigned to receive all payments Lender and that Lender has a security interest therein. Lender shall collect the Accounts directly from the Account Debtors in a manner consistent with the collection practices generally employed by Lender for the benefit of (i) the Lease RentsLender's clients. So long as no Event of Default has occurred and is continuing, the Other Lease Rents and sole charge for the Contract Rents and any other sums payable to the Assignor under the Lease, any Other Lease or any Contract and (ii) all Guaranteed Obligations and any other sums payable to the Assignor under the Hanover Guarantee. The Assignor agrees to direct (and hereby directs) the Lessee, any other lessees and any contracting parties to deliver to the Assignee (or its designee), at its address provided herein or at such other address or to such other Person as the Assignee shall designate, all such payments and sums on account of the Rents, and no delivery thereof collection efforts employed by the Lessee, such other lessee or such contracting party Lender shall be of any force or effect unless made to the Assignee (or its designee), as herein providedServicing Fees. The Rents shall for all purposes be considered the property of the Assignee and not of the Assignor, whether before or after Upon the occurrence of an Event of DefaultDefault and so long as it is continuing, Lender shall be entitled to charge Borrower with the collection costs and expenses. In this connection, the Servicing Fees, as well as any other applicable collection costs and expenses, shall be charged to Borrower's loan account. In the event any payment on an Account is paid directly to Borrower, then upon receipt by Borrower of such payment, Borrower shall immediately send to Lender such payment in the form received. Borrower agrees that all payments received by Borrower in connection with the Accounts and any other Collateral shall be held in trust for Lender as Lender's trustee. The Assignor receipt of any wire transfer of funds, check, or other item of payment received by Lender shall at all times retain the rightbe applied to conditionally reduce Borrower's Obligations, but shall not be considered a payment on account unless such wire transfer is of immediately available federal funds and is made to the exclusion Collection Account or unless and until such check or other item of payment is honored when presented for payment. For purposes of computing interest and Fees, all payments shall be deemed received by Lender three (3) Business Days following receipt of immediately available funds in the AssigneeCollection Account. For purposes of determining the Borrowing Availability, (A) to receive from payments shall be deemed received by Lender upon receipt of immediately available funds in the Lessee all notices, certificates and other documents and all information that the Lessee is permitted or required to give or furnish to the "Lessor" pursuant to the Lease, the Participation Agreement or any other Operative Document, (B) to inspect the Equipment, (C) to retain all rights with respect to insurance that Section 14 of the Lease specifically confers upon the "Lessor", (D) to provide such insurance as the Lessee shall have failed to maintain or as the Assignor may desire and (E) to enforce compliance by the Lessee with the provisions of Section 8, 9, 10, 11 and 14 of the LeaseCollection Account.

Receipt of Payments. The Assignor hereby irrevocably designates Any payment of the Assignee (Indebtedness made by mail will be deemed tendered and received only upon actual receipt by the Agent or its designee) a Bank as the case may be, at the address designated for such payment, whether or not the Agent or such Bank has authorized payment by mail or any other manner, and shall not be deemed to receive have been made in a timely manner unless received on the date due for such payment, time being of the essence. Borrower expressly assumes all payments risks of (i) loss or liability resulting from non-delivery or delay of delivery of any item of payment transmitted by mail or in any other manner. Acceptance by the Lease RentsAgent or any Bank of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, the Other Lease Rents and the Contract Rents failure to pay the entire amount then due shall be and any other sums payable continue to the Assignor under the Lease, any Other Lease or any Contract and (ii) all Guaranteed Obligations and any other sums payable to the Assignor under the Hanover Guarantee. The Assignor agrees to direct (and hereby directs) the Lessee, any other lessees and any contracting parties to deliver to the Assignee (or its designee), at its address provided herein or at such other address or to such other Person as the Assignee shall designate, all such payments and sums on account be an Event of the RentsDefault, and no delivery thereof by at any time thereafter and until the Lesseeentire amount then due has been paid, such other lessee or such contracting party Person shall be of entitled to exercise any force or effect unless made to the Assignee (or its designee), as and all rights conferred upon it herein provided. The Rents shall for all purposes be considered the property of the Assignee and not of the Assignor, whether before or after upon the occurrence of an Event of Default. The Assignor shall Borrower waives the right to direct the application of any and all payments at all any time or times retain hereafter received by the right, but not Agent or any Bank from or on behalf of Borrower. Prior to the exclusion occurrence of a Default, payments made by Borrower shall be applied by the Agent and each Bank, as the case may be, as specified by Borrower. After the occurrence and during the continuance of a Default, Borrower agrees that the Agent and each of the Assignee, (A) Banks shall have the continuing exclusive right to receive from the Lessee all notices, certificates apply and other documents to reapply any and all information payments received at any time or times hereafter against the Indebtedness in such manner as each of them may deem advisable, notwithstanding any entry by any of them upon any of its books and records. Borrower expressly agrees that to the extent that the Lessee Agent or any of the Banks receives any payment or benefit and such payment or benefit, or any part thereof, is permitted subsequently invalidated, declared to be fraudulent or preferential, set aside or is required to give or furnish to the "Lessor" pursuant to the Leasebe repaid t a trustee, the Participation Agreement receiver, or any other Operative Documentparty under any bankruptcy act, (B) state or federal law, common law or equitable cause, then to inspect the Equipmentextent of such payment or benefit, (C) the Indebtedness or part thereof intended to retain all rights with respect to insurance that Section 14 be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by the Agent or any of the Lease specifically confers Banks, to the extent that it did not directly receive a corresponding cash payment, shall be added to and be additional Indebtedness payable upon the "Lessor", (D) to provide such insurance as the Lessee shall have failed to maintain or as the Assignor may desire and (E) to enforce compliance demand by the Lessee with the provisions of Section 8, 9, 10, 11 and 14 of the Leaseit.

Receipt of Payments. The Assignor hereby irrevocably designates Any payment of the Assignee (Indebtedness made by mail will be deemed tendered and received only upon actual receipt by Bank at the address designated for such payment, whether or its designee) not Bank has authorized payment by mail or any other manner, and shall not be deemed to receive have been made in a timely manner unless received on the date due for such payment, time being of the essence. Each Borrower expressly assumes all payments risks of (i) loss or liability resulting from non-delivery or delay of delivery of any item of payment transmitted by mail or in any other manner. Acceptance by Bank of any payment in an amount less than the Lease Rentsamount then due shall be deemed an acceptance on account only, the Other Lease Rents and the Contract Rents failure to pay the entire amount then due shall be and any other sums payable continue to the Assignor under the Lease, any Other Lease or any Contract and (ii) all Guaranteed Obligations and any other sums payable to the Assignor under the Hanover Guarantee. The Assignor agrees to direct (and hereby directs) the Lessee, any other lessees and any contracting parties to deliver to the Assignee (or its designee), at its address provided herein or at such other address or to such other Person as the Assignee shall designate, all such payments and sums on account be an Event of the RentsDefault, and no delivery thereof by at any time thereafter and until the Lesseeentire amount then due has been paid, such other lessee or such contracting party Bank shall be of entitled to exercise any force or effect unless made to the Assignee (or its designee), as and all rights conferred upon it herein provided. The Rents shall for all purposes be considered the property of the Assignee and not of the Assignor, whether before or after upon the occurrence and during the continuance of an Event of Default. The Assignor Each Borrower waives the right to direct the application of any and all payments at any time or times hereafter received by Bank from or on behalf of such Borrower. Each Borrower agrees that Bank shall have the continuing exclusive right to apply and to reapply any and all payments received at all any time or times retain hereafter against the rightIndebtedness in such manner as Bank may deem advisable, but not notwithstanding any entry by Bank upon any of its books and records. Each Borrower expressly agrees that to the exclusion of the Assigneeextent that Bank receives any payment or benefit and such payment or benefit, (A) or any part thereof, is subsequently invalidated, declared to receive from the Lessee all noticesbe fraudulent or preferential, certificates and other documents and all information that the Lessee set aside or is permitted or required to give or furnish be repaid to the "Lessor" pursuant to the Leasea trustee, the Participation Agreement receiver, or any other Operative Documentparty under any bankruptcy act, (B) state or federal law, common law or equitable cause, then to inspect the Equipmentextent of such payment or benefit, (C) the Indebtedness or part thereof intended to retain all rights with respect be satisfied shall be revived and continued in full force and effect as if such payment or benefit had not been made and, further, any such repayment by Bank, to insurance the extent that Section 14 of the Lease specifically confers Bank did not directly receive a corresponding cash payment, shall be added to and be additional Indebtedness payable upon the "Lessor", (D) to provide such insurance as the Lessee shall have failed to maintain or as the Assignor may desire and (E) to enforce compliance demand by the Lessee with the provisions of Section 8, 9, 10, 11 and 14 of the LeaseBank.