Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco Guarantor, shall be promptly (and, in any event, within five (5) Business Days) deposited by such Wholly Owned Opco Guarantor in the Collections Account (or such other account as designated in writing by the Collateral Agent). Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor in trust for the Collateral Agent, segregated from other funds of such Wholly Owned Opco Guarantor. (b) At any time upon the occurrence and during the continuation of an Event of Default: (i) each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any Account or any payment in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and (ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Agent may at any time enforce each Wholly Owned Opco Guarantor’s rights against such Account Debtors and obligors of General Intangibles. (c) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor shall remain liable under each Account and each payment in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 2 contracts
Samples: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Agent (acting at the direction of the Administrative Agent) Trustee at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment payments of Accounts or payment payments in respect of General Intangibles, when collected by any Wholly Owned Opco Guarantorthe Grantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor the Grantor in the Collections Account (or such other account as designated in writing exact form received, duly indorsed by the Grantor to the Collateral Agent)Trustee if required, in a Cash Collateral Account. Until so turned over, such payment payments shall be held by the applicable Wholly Owned Opco Guarantor Grantor in trust for the Collateral AgentTrustee, segregated from other funds of the Grantor. Each such Wholly Owned Opco Guarantordeposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Collateral Trustee's request, during the continuation continuance of an Event of Default:
(i) each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Agent Trustee all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that which gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts receipts.
(c) The Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of the Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, the Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent Trustee and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General IntangibleTrustee. In addition, the Collateral Agent Trustee may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantor’s the Grantor's rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor the Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Collateral Trustee nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor the obligations of the Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Finova Group Inc), Indenture (Finova Group Inc)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentAgreement, if required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections exact form received, duly indorsed by such Grantor to the Collateral Agent, in an Approved Deposit Account (or such other account as designated in writing a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 5.4 (Proceeds to be Turned Over To PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. Collateral Agent). Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Agent, segregated from other funds of such Wholly Owned Opco Guarantor.
(b) Grantor. At any time upon the occurrence and during the continuation of an Event of Default:
(i) each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At the Collateral Agent’s request, during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts receipts.
(c) The Collateral Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any portion thereof.
(d) The Collateral Agent in its own name or in the name of others may at any time during the continuance of an Event of Default, after giving notice to the relevant Grantor or Grantors, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Upon the request of the Collateral Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantorsuch Grantor’s rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Collateral Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Knology Inc), Pledge and Security Agreement (Knology Inc)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Administrative Agent (acting at the direction of the Administrative Agent) in writing at any time upon the occurrence and during the continuation continuance of an Event of Default, any FCMC shall cause all payment of Accounts or payment in respect of General IntangiblesIntangibles to be directed to a Cash Collateral Account, when and if collected by any Wholly Owned Opco GuarantorFCMC, each such payment shall be promptly (andforthwith deposited by FCMC in the exact form received, duly indorsed by FCMC to the Administrative Agent if required, in any event, within five (5) Business Days) deposited by such Wholly Owned Opco Guarantor in the Collections Account (or such other account as designated in writing by the a Cash Collateral Agent)Account. Until so turned over, each such payment shall be held by the applicable Wholly Owned Opco Guarantor FCMC in trust for the Collateral Administrative Agent, segregated from other funds of FCMC. Each such Wholly Owned Opco Guarantordeposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Administrative Agent’s request in writing, during the continuation continuance of an Event of Default:
(i) each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, FCMC shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; andreceipts.
(iic) the Collateral The Administrative Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor FCMC to collect its Accounts or amounts due under General Intangibles or any thereof and, thereof.
(d) The Administrative Agent in its own name or in the name of others, others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Administrative Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Upon the request of the Administrative Agent in writing at any time after the occurrence of an Event of Default, FCMC shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Administrative Agent and that payments in respect thereof shall be made directly to the Administrative Agent or to a Cash Collateral Account. In addition, the Collateral Administrative Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco GuarantorFCMC’s rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor FCMC shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party The Administrative Agent shall not have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by any Secured Party the Administrative Agent of any payment relating thereto, nor shall any Secured Party the Administrative Agent be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor FCMC under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 2 contracts
Samples: Security Agreement (Franklin Credit Management Corp), Security Agreement (Licensing) (Franklin Credit Holding Corp/De/)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentAgreement, if required by the Collateral Administrative Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly (and, in any event, within five (5) Business Days) forthwith deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other account as designated Grantor to the Administrative Agent, in writing a Cash Management Account, subject to withdrawal by the Collateral Administrative Agent as provided in Section 5.4 (Proceeds to be Turned Over To Administrative Agent). Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Administrative Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor.
(b) At any time upon the occurrence and Administrative Agent’s request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Administrative Agent all or, at the Administrative Agent’s option, permit the Administrative Agent access to obtain copies or original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; andreceipts.
(iic) the Collateral The Administrative Agent (acting at the direction of the Administrative Agent) may, without noticenotice to the Grantors, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof and, thereof.
(d) The Administrative Agent in its own name or in the name of others, others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Administrative Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Upon the request of the Administrative Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Administrative Agent and that payments in respect thereof shall be made directly to the Administrative Agent. In addition, the Collateral Administrative Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantorsuch Grantor’s rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Administrative Agent or any other Secured Party of any payment relating thereto, nor shall the Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 2 contracts
Samples: Loan and Guaranty Agreement (Collective Brands, Inc.), Term Loan Agreement (Collective Brands, Inc.)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Agent (acting at the direction of the Administrative Agent) Lender in writing at any time upon the occurrence and during the continuation continuance of an Event of Default, any the Grantor shall cause all payment of Accounts or payment in respect of General IntangiblesIntangibles to be directed to a Cash Collateral Account, when and if collected by any Wholly Owned Opco GuarantorLoan Party, each such payment shall be promptly (andforthwith deposited by the Grantor in the exact form received, duly indorsed by the Grantor to Lender if required, in any event, within five (5) Business Days) deposited by such Wholly Owned Opco Guarantor in the Collections Account (or such other account as designated in writing by the a Cash Collateral Agent)Account. Until so turned over, each such payment shall be held by the applicable Wholly Owned Opco Guarantor Grantor in trust for the Collateral AgentLender, segregated from other funds of the Grantor. Each such Wholly Owned Opco Guarantordeposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Lender’s request in writing, during the continuation continuance of an Event of Default:
(i) each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Agent Lender all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; andreceipts.
(iic) the Collateral Agent (acting at the direction of the Administrative Agent) Lender may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor the Grantor to collect its Accounts or amounts due under General Intangibles or any thereof and, thereof.
(d) Lender in its own name or in the name of others, others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral AgentLender’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Upon the request of Lender in writing at any time after the occurrence of an Event of Default, the Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to Lender and that payments in respect thereof shall be made directly to Lender or to a Cash Collateral Account. In addition, the Collateral Agent Lender may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantorthe Grantor’s rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor the Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party Lender shall not have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by any Secured Party Lender of any payment relating thereto, nor shall any Secured Party Lender be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Loan Party under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 2 contracts
Samples: Security Agreement (Franklin Credit Management Corp/De/), Security Agreement (Franklin Credit Management Corp/De/)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Administrative Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment payments of Accounts or payment payments in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Cash Collateral Account (or such other account as designated in writing maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Collateral Agent)Administrative Agent as provided in SECTION 5.4. Until so turned over, such payment payments shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Administrative Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Administrative Agent's request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that which gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts receipts.
(c) The Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Administrative Agent's satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Administrative Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or payments in respect of General Intangibles have been collaterally assigned to the Collateral Administrative Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Administrative Agent may at any time during the continuance of an Event of Default so enforce each Wholly Owned Opco Guarantor’s such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by Administrative Agent nor any other Secured Party of any payment relating thereto, nor shall Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Security Agreement (Merisant Foreign Holdings I Inc)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment payments of Accounts or payment payments in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in the Cash Collateral Account (or such other in any deposit account as designated in writing the Collateral Agent shall reasonably deem necessary to establish, subject to withdrawal by the Collateral Agent)Agent as provided in Section 5.4. Until so turned over, such payment payments shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Collateral Agent's request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that which gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts receipts.
(c) The Collateral Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Agent's satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantor’s such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Collateral Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Pledge and Security Agreement (Foamex Capital Corp)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentSenior Debt Documents, if required by the Collateral Agent (acting at the direction of the Administrative Agent) Trustee at any time upon the occurrence and during the continuation continuance of an Event of a Secured Debt Default, any payment of Accounts accounts or payment in respect of General Intangiblesgeneral intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly (and, in any event, within five (5) 2 Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other account as designated Grantor to the Collateral Trustee, in writing a Cash Collateral Account, subject to withdrawal by the Collateral Agent)Trustee as provided in Section 5.4. Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral AgentTrustee, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and during the continuation continuance of an Event of a Secured Debt Default:
(i) each Wholly Owned Opco Guarantor Grantor shall, upon the Collateral AgentTrustee’s written request, deliver to the Collateral Agent Trustee all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any Account account or any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors account debtors that the Accounts accounts or General Intangibles general intangibles have been collaterally assigned to the Collateral Agent Trustee and that payments in respect thereof shall be made directly to the Collateral Agent; andTrustee;
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) Trustee may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of a Secured Debt Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts accounts or amounts due under General Intangibles general intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors account debtors to verify with them to the Collateral AgentTrustee’s satisfaction the existence, amount and terms of any Account account or amounts due under any General Intangiblegeneral intangible. In addition, the Collateral Agent Trustee may at any time enforce each Wholly Owned Opco Guarantorsuch Grantor’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles; and
(iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Trustee to ensure any Internet Domain Name is registered.
(c) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account account and each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible general intangible by reason of or arising out of any Loan Secured Debt Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Security Agreement (Entravision Communications Corp)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentAgreement, if required by the Collateral Administrative Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) Days deposited by such Wholly Owned Opco Guarantor Grantor (or, as applicable, duly indorsed by such Grantor to the Administrative Agent), in the Collections a Cash Collateral Account (or such other account as designated in writing otherwise directed by the Collateral Agent)Administrative Agent by written notice. Until so turned over or turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Administrative Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Administrative Agent’s request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts receipts. Pledge and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; andSecurity Agreement Orbital Sciences Corporation
(iic) the Collateral The Administrative Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof and, thereof.
(d) The Administrative Agent in its own name or in the name of others, others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Administrative Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Upon the request of the Administrative Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Administrative Agent and that payments in respect thereof shall be made directly to the Administrative Agent. In addition, the Collateral Administrative Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantorsuch Grantor’s rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Administrative Agent or any other Secured Party of any payment relating thereto, nor shall the Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Bank Administrative Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other account as designated Grantor to the Bank Administrative Agent if required, in writing a Cash Collateral Account, subject to withdrawal by the Collateral Bank Administrative Agent as provided in Section 5.4 (Proceeds to be Turned Over To Bank Administrative Agent). Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Bank Administrative Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Bank Administrative Agent's request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Bank Administrative Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; andreceipts.
(iic) the Collateral The Bank Administrative Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof and, thereof.
(d) The Bank Administrative Agent in its own name or in the name of others, others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Bank Administrative Agent’s 's satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Upon the request of the Bank Administrative Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Bank Administrative Agent and that payments in respect thereof shall be made directly to the Bank Administrative Agent. In addition, the Collateral Bank Administrative Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantor’s such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(c) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor shall remain liable under each Account and each payment in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentAgreement, if required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts accounts or payment in respect of General Intangiblesgeneral intangibles relating to the Collateral, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly (and, in any event, within five two (52) Business DaysDays of such collection) be deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such Grantor to the Collateral Agent for the benefit of Xxxxxxx and other account as designated Secured Parties, segregated from other funds of such Grantor in writing a Collateral Account, subject to withdrawal by the Collateral Agent)Agent as provided in Section 6.4. Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral AgentAgent for the benefit of Lenders and other Secured Parties, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles relating to the Collateral shall, upon the Collateral Agent’s request, be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and during the continuation continuance of an Event of Default:
, in each case to the extent not prohibited under Section 8.1 of the Loan Agreement: (i) each Wholly Owned Opco Guarantor Grantor shall, upon the Collateral Agent’s written request, deliver to assemble and hold for the Collateral Agent benefit of Lenders and other Secured Parties all original and other documents evidencing, and relating to, the Contractual Obligations contractual obligations and transactions that gave rise to any Account account or any payment in respect of General Intangiblesgeneral intangibles, including all IP Licenses, original orders, invoices and shipping receipts and notify Account Debtors account debtors that the Accounts accounts or General Intangibles general intangibles have been collaterally assigned to the Collateral Agent for the benefit of Lenders and other Secured Parties and that payments in respect thereof shall be made directly to the Collateral AgentAgent for the benefit of Lenders and other Secured Parties or to any Lender on behalf of itself and other Secured Parties, as the Collateral Agent shall direct; and
and (ii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at to ensure any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Agent may at any time enforce each Wholly Owned Opco Guarantor’s rights against such Account Debtors and obligors of General IntangiblesInternet Domain Name is registered.
(c) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account account and each payment in respect of General Intangibles general intangibles included in the Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Collateral Agent nor any Lender or other Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible general intangible included in the Collateral by reason of or arising out of any Loan Document or the receipt by the Collateral Agent or any Lender or other Secured Party of any payment relating thereto, nor shall the Collateral Agent nor any Lender or other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible included in the Collateral, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.make
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Administrative Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in an Approved Deposit Account (or such other account as designated in writing a Cash Collateral Account, subject to withdrawal by the Collateral Administrative Agent as provided in Section 5.4 (Proceeds to be Turned Over To Administrative Agent). Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Administrative Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General PLEDGE AND SECURITY AGREEMENT SWIFT & COMPANY Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Administrative Agent's request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; andreceipts.
(iic) the Collateral The Administrative Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof and, thereof.
(d) The Administrative Agent in its own name or in the name of others, others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Administrative Agent’s 's satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Upon the request of the Administrative Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Administrative Agent and that payments in respect thereof shall be made directly to the Administrative Agent. In addition, the Collateral Administrative Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantor’s such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything Notwithstanding anything herein to the contrary notwithstandingcontrary, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Administrative Agent nor any other Secured Party of any payment relating thereto, nor shall the Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Agent (acting at the direction of the Administrative Agent) Lender in writing at any time upon the occurrence and during the continuation continuance of an Event of a Forbearance Default, any each Loan Party shall cause all payment of Accounts or payment in respect of General IntangiblesIntangibles to be directed to a Cash Collateral Account, when and if collected by any Wholly Owned Opco GuarantorLoan Party, each such payment shall be promptly (and, in any event, within five (5) Business Days) forthwith deposited by such Wholly Owned Opco Guarantor Loan Party in the Collections Account (or exact form received, duly indorsed by such other account as designated Loan Party to Lender if required, in writing by the a Cash Collateral Agent)Account. Until so turned over, each such payment shall be held by the applicable Wholly Owned Opco Guarantor such Loan Party in trust for the Collateral AgentLender, segregated from other funds of such Wholly Owned Opco GuarantorLoan Party. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Lender’s request in writing, during the continuation continuance of an Event of a Forbearance Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Loan Party shall deliver to the Collateral Agent Lender all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; andreceipts.
(iic) the Collateral Agent (acting at the direction of the Administrative Agent) Lender may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of a Forbearance Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Loan Party to collect its Accounts or amounts due under General Intangibles or any thereof and, thereof.
(d) Lender in its own name or in the name of others, others may at any time during the continuance of a Forbearance Default communicate with Account Debtors to verify with them to the Collateral AgentLender’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Upon the request of Lender in writing at any time after the occurrence of a Forbearance Default, each Loan Party shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to Lender and that payments in respect thereof shall be made directly to Lender or to a Cash Collateral Account. In addition, the Collateral Agent Lender may at any time during the continuance of a Forbearance Default enforce each Wholly Owned Opco Guarantorsuch Loan Party’s rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Loan Party shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party Lender shall not have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by any Secured Party Lender of any payment relating thereto, nor shall any Secured Party Lender be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Loan Party under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Security Agreement (Franklin Credit Management Corp/De/)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentAgreement, if required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts accounts or payment in respect of General Intangiblesgeneral intangibles included in the Collateral, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly (and, in any event, within five two (52) Business DaysDays of such collection) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such Grantor to the Collateral Agent for the benefit of Lenders and the other account as designated Secured Parties, in writing a Collateral Account, subject to withdrawal by the Collateral Agent)Agent as provided in Section 6.4. Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral AgentAgent for the benefit of Lenders and the other Secured Parties, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles relating to the Collateral shall, upon the Collateral Agent’s request, be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and during the continuation continuance of an Event of Default, solely with respect to the Collateral:
(i) each Wholly Owned Opco Guarantor Grantor shall, upon the Collateral Agent’s written request, deliver to assemble and hold for the Collateral Agent benefit of Lenders and the other Secured Parties all original and other documents evidencing, and relating to, the Contractual Obligations contractual obligations and transactions that gave rise to any Account account or any payment in respect of General Intangiblesgeneral intangibles, including all IP Licenses, original orders, invoices and shipping receipts and notify Account Debtors account debtors that the Accounts accounts or General Intangibles general intangibles have been collaterally assigned to the Collateral Agent for the benefit of Lenders and the other Secured Parties and that payments in respect thereof shall be made directly to the Collateral AgentAgent for the benefit of Lenders and the other Secured Parties or to any Lender on behalf of itself and the other Secured Parties, as the Collateral Agent shall direct; and
(ii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at to ensure any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Agent may at any time enforce each Wholly Owned Opco Guarantor’s rights against such Account Debtors and obligors of General IntangiblesInternet Domain Name is registered.
(c) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account account and each payment in respect of General Intangibles general intangibles included in the Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Collateral Agent nor any Lender or other Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible general intangible included in the Collateral by reason of or arising out of any Loan Document or the receipt by the Collateral Agent or any Lender or other Secured Party of any payment relating thereto, nor shall the Collateral Agent nor any Lender or other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible included in the Collateral, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Akebia Therapeutics, Inc.)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Agent (acting at the direction of the Administrative Agent) Lender in writing at any time upon the occurrence and during the continuation continuance of an Event of Default, any each Loan Party shall cause all payment of Accounts or payment in respect of General IntangiblesIntangibles to be directed to a Cash Collateral Account, when and if collected by any Wholly Owned Opco GuarantorLoan Party, each such payment shall be promptly (and, in any event, within five (5) Business Days) forthwith deposited by such Wholly Owned Opco Guarantor Loan Party in the Collections Account (or exact form received, duly indorsed by such other account as designated Loan Party to Lender if required, in writing by the a Cash Collateral Agent)Account. Until so turned over, each such payment shall be held by the applicable Wholly Owned Opco Guarantor such Loan Party in trust for the Collateral AgentLender, segregated from other funds of such Wholly Owned Opco GuarantorLoan Party. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Lender’s request in writing, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Loan Party shall deliver to the Collateral Agent Lender all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; andreceipts.
(iic) the Collateral Agent (acting at the direction of the Administrative Agent) Lender may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Loan Party to collect its Accounts or amounts due under General Intangibles or any thereof and, thereof.
(d) Lender in its own name or in the name of others, others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral AgentLender’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Upon the request of Lender in writing at any time after the occurrence of an Event of Default, each Loan Party shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to Lender and that payments in respect thereof shall be made directly to Lender or to a Cash Collateral Account. In addition, the Collateral Agent Lender may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantorsuch Loan Party’s rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Loan Party shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party Lender shall not have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by any Secured Party Lender of any payment relating thereto, nor shall any Secured Party Lender be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Loan Party under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Security Agreement (Franklin Credit Management Corp/De/)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentAgreement, if required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts accounts or payment in respect of General Intangiblesgeneral intangibles relating to the Collateral, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly (and, in any event, within five two (52) Business DaysDays of such collection) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such Grantor to the Collateral Agent for the benefit of Lenders and the other account as designated Secured Parties, in writing a Collateral Account, subject to withdrawal by the Collateral Agent)Agent as provided in Section 6.4. Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral AgentAgent for the benefit of Lenders and the other Secured Parties, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles relating to the Collateral shall, upon the Collateral Agent’s request, be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and during the continuation continuance of an Event of Default:
(i) each Wholly Owned Opco Guarantor Grantor shall, upon the Collateral Agent’s written request, deliver to assemble and hold for the Collateral Agent benefit of Lenders and the other Secured Parties all original and other documents evidencing, and relating to, the Contractual Obligations contractual obligations and transactions that gave rise to any Account account or any payment in respect of General Intangiblesgeneral intangibles included in or otherwise relating in any way to any of the Collateral, including all IP Licenses, original orders, invoices and shipping receipts and notify Account Debtors account debtors that the Accounts accounts or General Intangibles general intangibles have been collaterally assigned to the Collateral Agent for the benefit of Lenders and the other Secured Parties and that payments in respect thereof shall be made directly to the Collateral AgentAgent for the benefit of Lenders and the other Secured Parties or to any Lender on behalf of itself and the other Secured Parties, as the Collateral Agent shall direct; and
(ii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent (acting at the direction to ensure any Internet Domain Name included in or otherwise relating in any way to any of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Agent may at any time enforce each Wholly Owned Opco Guarantor’s rights against such Account Debtors and obligors of General Intangiblesis registered.
(c) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account account and each payment in respect of General Intangibles general intangibles included in the Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Collateral Agent nor any Lender or other Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible general intangible included in the Collateral by reason of or arising out of any Loan Document or the receipt by the Collateral Agent or any Lender or other Secured Party of any payment relating thereto, nor shall the Collateral Agent nor any Lender or other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible included in the Collateral, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts accounts or payment in respect of General Intangiblesgeneral intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly (and, in any event, within five two (52) Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other Grantor into an account as designated in writing by the over which a First Lien Collateral Agent). Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor in trust for the Collateral Agent, segregated from other funds of such Wholly Owned Opco GuarantorAgent has control.
(b) At any time upon the occurrence and during the continuation continuance of an Event of Default:
(i) each Wholly Owned Opco Guarantor Grantor shall, upon the Collateral Agent’s written request, deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any Account account or any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors account debtors that the Accounts accounts or General Intangibles general intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and;
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts accounts or amounts due under General Intangibles general intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors account debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account account or amounts due under any General Intangiblegeneral intangible. In addition, the Collateral Agent may at any time enforce each Wholly Owned Opco Guarantorsuch Grantor’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles; and
(iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent to ensure any Internet Domain Name is registered.
(c) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account account and each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance accor- dance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible general intangible by reason of or arising out of any Loan Document of the Note Documents or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentAgreement, if required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly (and, in any event, within five (5) Business Days) immediately deposited by such Wholly Owned Opco Guarantor Grantor in the Collections exact form received, duly endorsed by such Grantor to the Collateral Agent, in an Approved Deposit Account (or such other account as designated in writing a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 6.5 (Proceeds to be Turned Over To Collateral Agent). Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Collateral Agent’s request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts receipts.
(c) The Collateral Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantorsuch Grantor’s rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Collateral Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a such General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Credit Agreement (UTi WORLDWIDE INC)
Accounts and Payments in Respect of General Intangibles. (a) In Subject to the terms of the Intercreditor Agreement, in addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentAgreement, if required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections exact form received, duly indorsed by such Grantor to the Collateral Agent, in an Approved Deposit Account (or such other account as designated in writing a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 5.4 (Proceeds to be Turned Over To Collateral Agent). Until Subject to the terms of the Intercreditor Agreement, until so turned over or turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon Subject to the occurrence and terms of the Intercreditor Agreement, at the Collateral Agent's request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts receipts.
(c) Subject to the terms of the Intercreditor Agreement, the Collateral Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) Subject to the terms of the Intercreditor Agreement, the Collateral Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Agent's PLEDGE AND SECURITY AGREEMENT AMKOR TECHNOLOGY, INC. satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Subject to the terms of the Intercreditor Agreement, upon the request of the Collateral Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, subject to the Intercreditor Agreement, the Collateral Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantor’s such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Collateral Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Second Lien Pledge and Security Agreement (Amkor Technology Inc)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other Grantor to the Collateral Agent if required, in an account as designated in writing by the Collateral Agent), subject to withdrawal by the Collateral Agent. Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Collateral Agent's request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts receipts.
(c) The Collateral Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Agent's satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Upon the request of the Collateral Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantor’s such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party Neither the Collateral Agent nor any Lender shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Collateral Agent nor any Secured Party Lender of any payment relating thereto, nor shall the Collateral Agent nor any Secured Party Lender be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Security Agreement (Interep National Radio Sales Inc)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentIndenture, subject to the Intercreditor Agreement, if required by the Collateral Agent (acting at the direction of the Administrative Agent) Trustee at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections exact form received, duly indorsed by such Grantor to the Collateral Trustee, in a Blocked Account (or such other account as designated in writing a Cash Collateral Account, subject to withdrawal by the Collateral AgentTrustee as provided in Section 5.5 (Proceeds to be Turned Over To Collateral Trustee). Until so turned over, subject to the Intercreditor Agreement, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral AgentTrustee, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon Subject to the occurrence and Intercreditor Agreement, at the Collateral Trustee's request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Agent Trustee all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned receipts.
(c) Subject to the Collateral Agent and that payments in respect thereof shall be made directly to Intercreditor Agreement, the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) Trustee may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof andthereof.
(d) Subject to the Intercreditor Agreement, the Collateral Trustee in its own name or in the name of others, others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Agent’s Trustee's satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Subject to the Intercreditor Agreement, upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that it has granted to the Collateral Trustee a lien on and security interest in, all of its right, title and interest in, to and under the Accounts or General Intangibles and that payments in respect thereof shall be made directly to the Collateral Trustee. In addition, subject to the Intercreditor Agreement, the Collateral Agent Trustee may at any time during the continuance of an Event of Default, to the extent permitted by applicable law, enforce each Wholly Owned Opco Guarantor’s such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Collateral Trustee, nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee, nor any other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Pledge and Security Agreement (Warnaco Group Inc /De/)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Administrative Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other account as designated Grantor to the Administrative Agent if required, in writing a Cash Collateral Account, subject to withdrawal by the Collateral Administrative Agent as provided in Section 5.4 (Proceeds to be Turned Over To Administrative Agent). Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Administrative Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Administrative Agent's request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; andreceipts.
(iic) the Collateral The Administrative Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof and, thereof.
(d) The Administrative Agent in its own name or in the name of others, others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Administrative Agent’s 's satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Upon the request of the Administrative Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Administrative Agent and that payments in respect thereof shall be made directly to the Administrative Agent. In addition, the Collateral Administrative Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantor’s such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Administrative Agent nor any other Secured Party of any payment relating thereto, nor shall the Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Pledge and Security Agreement (Hayes Lemmerz International Inc)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment payments of Accounts or payment payments in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Cash Collateral Account (or such other account as designated in writing maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent)Agent as provided in Section 5.4. Until so turned over, such payment payments shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Collateral Agent's request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that which gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts receipts.
(c) The Collateral Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Agent's satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or payments in respect of General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Agent may at any time enforce each Wholly Owned Opco Guarantor’s rights against such during the continuance of an Event of Default so notify Account Debtors and obligors of General IntangiblesDebtors.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by Collateral Agent nor any other Secured Party of any payment relating thereto, nor shall Collateral Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Pledge and Security Agreement (Oxford Automotive Inc)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentAgreement, if required by the Collateral Administrative Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections exact form received, duly indorsed by such Grantor to the Administrative Agent, in an Approved Deposit Account (or such other account as designated in writing a Cash Collateral Account, subject to withdrawal by the Collateral Administrative Agent as provided in Section 5.4 (Proceeds to be Turned Over to Administrative Agent). Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Administrative Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Administrative Agent's request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; andreceipts. PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION
(iic) the Collateral The Administrative Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof and, thereof.
(d) The Administrative Agent in its own name or in the name of others, others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Administrative Agent’s 's satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Upon the request of the Administrative Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Administrative Agent and that payments in respect thereof shall be made directly to the Administrative Agent. In addition, the Collateral Administrative Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantor’s such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Administrative Agent nor any other Secured Party of any payment relating thereto, nor shall the Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentAgreements, if required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections exact form received, duly indorsed by such Grantor to the Collateral Agent, in an Approved Deposit Account (or such other account as designated in writing a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 5.4 (Proceeds to be Turned Over To Collateral Agent). Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Collateral Agent’s request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts receipts.
(c) Subject to the terms of the Credit Agreements, the Collateral Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Upon the request of the Collateral Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantorsuch Grantor’s rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Collateral Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Pledge and Security Agreement (Revlon Consumer Products Corp)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentAgreement, if required by the Collateral Administrative Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) Days deposited by such Wholly Owned Opco Guarantor Grantor (or, as applicable, duly indorsed by such Grantor to the Administrative Agent), in the Collections a Cash Collateral Account (or such other account as designated in writing otherwise directed by the Collateral Agent)Administrative Agent by written notice. Until so turned over or turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Administrative Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Administrative Agent’s request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; andreceipts.
(iic) the Collateral The Administrative Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof and, thereof.
(d) The Administrative Agent in its own name or in the name of others, others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Administrative Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Upon the request of the Administrative Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Administrative Agent and that payments in respect thereof shall be made directly to the Administrative Agent. In addition, the Collateral Administrative Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantorsuch Grantor’s rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Administrative Agent or any other Secured Party of any payment relating thereto, nor shall the Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Pledge and Security Agreement (Orbital Sciences Corp /De/)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment payments of Accounts or payment payments in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other account as designated in writing by Grantor to the Collateral Agent)Agent if required, in a Cash Collateral Account. Until so turned over, such payment payments shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Collateral Agent's request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that which gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts receipts.
(c) The Collateral Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Agent's satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantor’s such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Collateral Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Indenture (Finova Group Inc)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Agent (acting at the direction of the Administrative Agent) Trustee at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment payments of Accounts or payment payments in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other account as designated in writing by Grantor to the Collateral Agent)Trustee if required, in a Cash Collateral Account. Until so turned over, such payment payments shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral AgentTrustee, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Collateral Trustee's request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Agent Trustee all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that which gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts receipts.
(c) The Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent Trustee and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General IntangibleTrustee. In addition, the Collateral Agent Trustee may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantor’s such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Collateral Trustee nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other account as designated Grantor to the Agent if required, in writing a Cash Collateral Account, subject to withdrawal by the Collateral Agent)Agent as provided in Section 5.4. Until so turned over, such payment payments shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time the Agent’s request, upon the occurrence and during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any the Account or any payment payments in respect of General IntangiblesIntangible, including all original orders, invoices and shipping receipts receipts.
(c) The Agent may, without notice, at any time upon the occurrence and during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Agent in its own name or in the name of others may at any time upon the occurrence and during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Agent’s satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles.
(e) Upon the request of the Agent at any time upon the occurrence and during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantorsuch Grantor’s rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Agent nor any other Secured Party of any payment relating thereto, nor shall the Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Pledge and Security Agreement (Euramax International PLC)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Administrative Agent (acting at the direction of the Administrative Agent) in writing at any time upon the occurrence and during the continuation continuance of an Event of Default, any each Loan Party shall cause all payment of Accounts or payment in respect of General IntangiblesIntangibles to be directed to a Cash Collateral Account, when and if collected by any Wholly Owned Opco GuarantorLoan Party, each such payment shall be promptly (and, in any event, within five (5) Business Days) forthwith deposited by such Wholly Owned Opco Guarantor Loan Party in the Collections Account (or exact form received, duly indorsed by such other account as designated Loan Party to the Administrative Agent if required, in writing by the a Cash Collateral Agent)Account. Until so turned over, each such payment shall be held by the applicable Wholly Owned Opco Guarantor such Loan Party in trust for the Collateral Administrative Agent, segregated from other funds of such Wholly Owned Opco GuarantorLoan Party. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Administrative Agent’s request in writing, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Loan Party shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; andreceipts.
(iic) the Collateral The Administrative Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Loan Party to collect its Accounts or amounts due under General Intangibles or any thereof and, thereof.
(d) The Administrative Agent in its own name or in the name of others, others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Administrative Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Upon the request of the Administrative Agent in writing at any time after the occurrence of an Event of Default, each Loan Party shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Administrative Agent and that payments in respect thereof shall be made directly to the Administrative Agent or to a Cash Collateral Account. In addition, the Collateral Administrative Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantorsuch Loan Party’s rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Loan Party shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party The Administrative Agent shall not have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by any Secured Party the Administrative Agent of any payment relating thereto, nor shall any Secured Party the Administrative Agent be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Loan Party under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Security Agreement (Franklin Credit Holding Corp/De/)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, Subject to the rights of CapitalSource under the CapitalSource Loan Agreement and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentSubordination Agreement, if required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment payments of Accounts or payment payments in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other account as designated Grantor to the Collateral Agent if required, in writing a Cash Collateral Account, subject to withdrawal by the Collateral Agent)Agent as provided in Section 5.4. Until so turned over, such payment payments shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon Subject to the occurrence rights of CapitalSource under the CapitalSource Loan Agreement and the Subordination Agreement, at the Collateral Agent's request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that which gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts receipts.
(c) The Collateral Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) Subject to the rights of CapitalSource under the CapitalSource Loan Agreement and the Subordination Agreement, the Collateral Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Agent's satisfaction the existence, amount and terms of any Accounts or amounts due under any General Intangibles.
(e) Subject to the rights of CapitalSource under the CapitalSource Loan Agreement and the Subordination Agreement, upon the request of the Collateral Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantor’s such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Collateral Agent nor any Secured Party of any payment relating thereto, nor shall the Collateral Agent nor any Secured Party be obligated in any manner to perform any obligation of the obligations of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Subordinated Pledge and Security Agreement (Opticare Health Systems Inc)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentFirst Lien Indenture, if required by the Collateral Agent (acting at the direction of the Administrative Agent) Trustee at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts accounts or payment in respect of General Intangiblesgeneral intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly (and, in any event, within five (5) 2 Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other account as designated Grantor to the Collateral Trustee, in writing a Cash Collateral Account, subject to withdrawal by the Collateral Agent)Trustee as provided in Section 6.4. Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral AgentTrustee, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and during the continuation continuance of an Event of Default:
(i) each Wholly Owned Opco Guarantor Grantor shall, upon the Collateral AgentTrustee’s written request, deliver to the Collateral Agent Trustee all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any Account account or any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors account debtors that the Accounts accounts or General Intangibles general intangibles have been collaterally assigned to the Collateral Agent Trustee and that payments in respect thereof shall be made directly to the Collateral AgentTrustee; and
(ii) the The Collateral Agent (acting at the direction of the Administrative Agent) Trustee may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts accounts or amounts due under General Intangibles or any thereof general intangibles and, in its own name or in the name of others, communicate with Account Debtors account debtors to verify with them to the Collateral AgentTrustee’s satisfaction the existence, amount and terms of any Account account or amounts due under any General Intangiblegeneral intangible. In addition, the Collateral Agent Trustee may at any time enforce each Wholly Owned Opco Guarantorsuch Grantor’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles.
(c) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account account and each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible general intangible by reason of or arising out of any Loan Priority Lien Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Security Agreement (Unisys Corp)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentParity Lien Documents, subject to the terms of the Intercreditor Agreement, if required by the Collateral Agent (acting at the direction of the Administrative Agent) Trustee at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts accounts or payment in respect of General Intangiblesgeneral intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly (and, in any event, within five (5) 2 Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other account Grantor to Applicable Agent, in a Cash Collateral Account, subject to withdrawal by Applicable Agent as designated provided in writing by the Collateral Agent)Section 5.4. Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Applicable Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and during the continuation continuance of an Event of Default, subject to the terms of the Intercreditor Agreement:
(i) each Wholly Owned Opco Guarantor Grantor shall, upon the Collateral AgentTrustee’s written request, deliver to the Collateral Agent Trustee all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any Account account or any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors account debtors that the Accounts accounts or General Intangibles general intangibles have been collaterally assigned to the Collateral Agent Trustee and that payments in respect thereof shall be made directly to the Collateral Agent; andTrustee;
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) Trustee may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts accounts or amounts due under General Intangibles general intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors account debtors to verify with them to the Collateral AgentTrustee’s satisfaction the existence, amount and terms of any Account account or amounts due under any General Intangiblegeneral intangible. In addition, the Collateral Agent Trustee may at any time time, subject to the terms of the Intercreditor Agreement, enforce each Wholly Owned Opco Guarantorsuch Grantor’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles to the extent permitted by law; and
(iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by Collateral Trustee to ensure any Internet Domain Name is registered.
(c) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account account and each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible general intangible by reason of or arising out of any Loan Parity Lien Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (ai) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco Holdco Guarantor, shall be promptly (and, in any event, within five (5) Business Days) deposited by such Wholly Owned Opco Holdco Guarantor in the Collections Revenue Account (or such other account as designated in writing by the Collateral Agent). Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Holdco Guarantor in trust for the Collateral Agent, segregated from other funds of such Wholly Owned Opco Holdco Guarantor.
(bii) At any time upon the occurrence and during the continuation of an Event of Default:
(i1) each Wholly Owned Opco Holdco Guarantor shall, upon the Collateral Agent’s written request, deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any Account or any payment in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii2) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Holdco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Agent may at any time enforce each Wholly Owned Opco Holdco Guarantor’s rights against such Account Debtors and obligors of General Intangibles.
(ciii) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Holdco Guarantor shall remain liable under each Account and each payment in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Holdco Guarantor under or [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentDocuments, subject to the terms of the Intercreditor Agreement, if required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts accounts or payment in respect of General Intangiblesgeneral intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly (and, in any event, within five (5) 2 Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other account Grantor to Applicable Agent, in a Cash Collateral Account, subject to withdrawal by Applicable Agent as designated provided in writing by the Collateral Agent)Section 5.4. Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Applicable Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and during the continuation continuance of an Event of Default, subject to the terms of the Intercreditor Agreement:
(i) each Wholly Owned Opco Guarantor Grantor shall, upon the Collateral Agent’s written request, deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any Account account or any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors account debtors that the Accounts accounts or General Intangibles general intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and;
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts accounts or amounts due under General Intangibles general intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors account debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account account or amounts due under any General Intangiblegeneral intangible. In addition, the Collateral Agent may at any time time, subject to the terms of the Intercreditor Agreement, enforce each Wholly Owned Opco Guarantorsuch Grantor’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles to the extent permitted by law; and
(iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by Collateral Agent to ensure any internet domain name is registered.
(c) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account account and each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible general intangible by reason of or arising out of any Loan Credit Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts accounts or payment in respect of General Intangiblesgeneral intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly (and, in any event, within five two (52) Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other Grantor into an account as designated in writing by the over which a First Lien Collateral Agent). Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor in trust for the Collateral Agent, segregated from other funds of such Wholly Owned Opco GuarantorAgent has control.
(b) At any time upon the occurrence and during the continuation continuance of an Event of Default:
(i) each Wholly Owned Opco Guarantor Grantor shall, upon the Collateral Agent’s written request, deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any Account account or any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors account debtors that the Accounts accounts or General Intangibles general intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and;
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts accounts or amounts due under General Intangibles general intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors account debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account account or amounts due under any General Intangiblegeneral intangible. In addition, the Collateral Agent may at any time enforce each Wholly Owned Opco Guarantorsuch Grantor’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles; and
(iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Collateral Agent to ensure any Internet Domain Name is registered.
(c) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account account and each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible general intangible by reason of or arising out of any Loan Document of the Note Documents or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Security Agreement (Olympic-Cascade Publishing, Inc.)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) two Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other account as designated Grantor to the Collateral Agent if required, in writing a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 5.4 (Proceeds to be Turned Over To Collateral Agent). Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Collateral Agent's request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts receipts.
(c) The Collateral Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.
(d) The Collateral Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Agent's satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.
(e) Upon the request of the Collateral Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantor’s such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Collateral Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Pledge and Security Agreement (Hli Operating Co Inc)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if required by the Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco Guarantor, shall be promptly (and, in any event, within five (5) Business Days) deposited by such Wholly Owned Opco Guarantor in the Collections Account (or such other account as designated in writing by the Collateral Agent). Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor in trust for the Collateral Agent, segregated from other funds of such Wholly Owned Opco Guarantor.
(b) At any time upon the occurrence and during the continuation of an Event of Default:
(i) each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, deliver to the Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any Account or any payment in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor to collect its Accounts or amounts due under General Intangibles or any [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. thereof and, in its own name or in the name of others, communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. In addition, the Collateral Agent may at any time enforce each Wholly Owned Opco Guarantor’s rights against such Account Debtors and obligors of General Intangibles.
(c) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor shall remain liable under each Account and each payment in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentNotes Indenture, if required by the Collateral Agent (acting at the direction of the Administrative Agent) Trustee at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts accounts or payment in respect of General Intangiblesgeneral intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly (and, in any event, within five (5) 2 Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other account as designated Grantor to the Collateral Trustee, in writing a Cash Collateral Account, subject to withdrawal by the Collateral Agent)Trustee as provided in Section 6.4. Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral AgentTrustee, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and during the continuation continuance of an Event of Default:
(i) each Wholly Owned Opco Guarantor Grantor shall, upon the Collateral AgentTrustee’s written request, deliver to the Collateral Agent Trustee all original and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any Account account or any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors account debtors that the Accounts accounts or General Intangibles general intangibles have been collaterally assigned to the Collateral Agent Trustee and that payments in respect thereof shall be made directly to the Collateral AgentTrustee; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) Trustee may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts accounts or amounts due under General Intangibles or any thereof general intangibles and, in its own name or in the name of others, communicate with Account Debtors account debtors to verify with them to the Collateral AgentTrustee’s satisfaction the existence, amount and terms of any Account account or amounts due under any General Intangiblegeneral intangible. In addition, the Collateral Agent Trustee may at any time enforce each Wholly Owned Opco Guarantorsuch Grantor’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles.
(c) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account account and each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible general intangible by reason of or arising out of any Loan Pari Passu Lien Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Security Agreement (Unisys Corp)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan DocumentAgreement, if required by the any Collateral Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections exact form received, duly indorsed by such Grantor to the Applicable Collateral Agent, in an Approved Deposit Account (or such other account as designated in writing a Cash Collateral Account, subject to withdrawal by the Applicable Collateral AgentAgent as provided in SECTION 5.4 (PROCEEDS TURNED OVER TO APPLICABLE COLLATERAL AGENTS). Until so turned over or turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Applicable Collateral Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and either Collateral Agent's request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Applicable Collateral Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the PLEDGE AND SECURITY AGREEMENT PRESTIGE BRANDS, INC. Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the receipts.
(c) Each Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; and
(ii) the Collateral Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof and, thereof.
(d) Each Collateral Agent in its own name or in the name of others, others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Applicable Collateral Agent’s 's satisfaction the existence, amount and terms of any Account or amounts due under any General IntangibleIntangible and such Collateral Agent, to the extent permitted under applicable Requirements of Law, shall have given written notice to the relevant Grantor on, prior to or promptly after such exercise of such Collateral Agent's intent to exercise its corresponding rights under this SECTION 5.2; PROVIDED, HOWEVER, that the failure of such Collateral Agent to give notice shall not affect the rights of the Collateral Agents hereunder and shall not otherwise result in any liability for any Collateral Agent.
(e) Upon the request of any Collateral Agent at any time during the continuance of an Event of Default, and, to the extent permitted under applicable Requirements of Law, such Collateral Agent shall have given written notice to the relevant Grantor on, prior to or promptly after such exercise of such Collateral Agent's intent to exercise its corresponding rights under this SECTION 5.2; (PROVIDED, HOWEVER, that the failure to give notice shall not affect the rights of the Collateral Agents hereunder and shall not otherwise result in any liability for any Collateral Agent), each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Applicable Collateral Agent and that payments in respect thereof shall be made directly to the Applicable Collateral Agent. In addition, the each Collateral Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantor’s such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Collateral Agent and no other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by any Collateral Agent or any other Secured Party of any payment relating thereto, nor shall any and no Collateral Agent and no other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Pledge and Security Agreement (Prestige Brands Holdings, Inc.)
Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreement or any other Loan Document, if If required by the Collateral Administrative Agent (acting at the direction of the Administrative Agent) at any time upon the occurrence and during the continuation continuance of an Event of Default, any payment of Accounts (except for those Accounts that are part of the Surety Collateral, as long as the Surety shall have a first-priority security interest therein under the Surety Facility and the Surety Intercreditor Agreement) or payment in respect of General IntangiblesIntangibles (except for General Intangibles that are part of the Surety Collateral, as long as the Surety shall have a first-priority security interest therein under the Surety Facility and the Surety Intercreditor Agreement), when collected by any Wholly Owned Opco GuarantorGrantor, shall be promptly forthwith (and, in any event, within five (5) Business Days) deposited by such Wholly Owned Opco Guarantor Grantor in the Collections Account (or exact form received, duly indorsed by such other account as designated Grantor to the Administrative Agent if required, in writing a Cash Collateral Account, subject to withdrawal by the Collateral AgentAdministrative Agent as provided in SECTION 5.4 (PROCEEDS TO BE TURNED OVER TO ADMINISTRATIVE AGENT). Until so turned over, such payment shall be held by the applicable Wholly Owned Opco Guarantor such Grantor in trust for the Collateral Administrative Agent, segregated from other funds of such Wholly Owned Opco GuarantorGrantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.
(b) At any time upon the occurrence and Administrative Agent's request, during the continuation continuance of an Event of Default:
(i) , each Wholly Owned Opco Guarantor shall, upon the Collateral Agent’s written request, Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the Contractual Obligations agreements and transactions that gave rise to any Account the Accounts or any payment payments in respect of General Intangibles, including all original orders, invoices and shipping receipts and notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; andreceipts.
(iic) the Collateral The Administrative Agent (acting at the direction of the Administrative Agent) may, without notice, at any time upon the occurrence and during the continuation continuance of an Event of Default, limit or terminate the authority of each Wholly Owned Opco Guarantor a Grantor to collect its Accounts (except for those Accounts that are part of the Surety Collateral, as long as the Surety shall have a first-priority security interest therein under the Surety Facility and the Surety Intercreditor Agreement) or amounts due under General Intangibles (except for General Intangibles that are part of the Surety Collateral, as long as the Surety shall have a first-priority security interest therein under the Surety Facility and the Surety Intercreditor Agreement) or any thereof and, thereof.
(d) The Administrative Agent in its own name or in the name of others, others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Administrative Agent’s 's satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible, other than Accounts or General Intangibles in which the Surety has been granted a security interest under the Surety Facility and the Surety Intercreditor Agreement.
(e) Upon the request of the Administrative Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts (other than Accounts in which the Surety has been granted a security interest under the Surety Facility and the Surety Intercreditor Agreement) or General Intangibles (other than General Intangibles in which the Surety has been granted a security interest under the Surety Facility and the Surety Intercreditor Agreement) have been collaterally assigned to the Administrative Agent and that payments in respect thereof shall be made directly to the Administrative Agent. In addition, the Collateral Administrative Agent may at any time during the continuance of an Event of Default enforce each Wholly Owned Opco Guarantor’s such Grantor's rights against such Account Debtors and obligors of General Intangibles.
(cf) Anything herein to the contrary notwithstanding, each Wholly Owned Opco Guarantor Grantor shall remain liable under each Account of the Accounts and each payment payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. in respect of a General Intangible by reason of or arising out of any Loan Document this Agreement or the receipt by the Administrative Agent nor any other Secured Party of any payment relating thereto, nor shall the Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Wholly Owned Opco Guarantor Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
Appears in 1 contract
Samples: Pledge and Security Agreement (Washington Group International Inc)
