Accounts, Etc. (i) Each Grantor shall use all reasonable efforts to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorney's fees), of collection of Accounts incurred by such Grantor or the Administrative Agent shall be borne by such Grantor. (ii) Upon the occurrence and during the continuance of any Event of Default, upon request of the Administrative Agent or the Required Lenders, each Grantor will promptly notify (and each Grantor hereby authorizes the Administrative Agent so to notify) each Account Debtor in respect of any Account that such Account has been assigned to the Administrative Agent hereunder and that any payments due or to become due in respect of such Account are to be made directly to the Administrative Agent or its designee. (iii) Each Grantor will perform and comply in all material respects with all of its obligations in respect of Accounts and General Intangibles and the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations. (iv) No Grantor will (A) amend, modify, terminate or waive any material provision of any agreement giving rise to an Account in any manner which could reasonably be expected to materially adversely affect the value of such Account as Collateral, (B) fail to exercise promptly and diligently each and every material right which it may have under each agreement giving rise to an Account (other than any right of termination) or (C) fail to deliver to the Administrative Agent a copy of each material demand, notice or document received by it relating in any way to any agreement giving rise to an Account. (v) Other than in the ordinary course of business as generally conducted by such Grantor over a period of time, no Grantor will grant any extension of the time of payment of any of the Accounts to any one Account Debtor with an aggregate face amount in excess of $25,000 or compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon.
Appears in 3 contracts
Samples: Security Agreement (Acc Corp), Security Agreement (Acc Corp), Security Agreement (Acc Corp)
Accounts, Etc. (i) Each Grantor shall use all commercially reasonable efforts consistent with prudent business practice to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorney's fees), reasonable attorneys’ fees actually incurred) of collection of Accounts incurred by such Grantor or the Administrative Agent shall be borne by such Grantorthe Grantors.
(ii) Upon the occurrence and during the continuance of any Event of Default, upon each Grantor shall, at the request and option of the Administrative Agent Agent, notify Account Debtors and other Persons obligated on the Accounts or any of the Required Lenders, each Grantor will promptly notify (and each Grantor hereby authorizes Collateral of the security interest of Administrative Agent so to notify) each Account Debtor in respect of any Account that such Account has been assigned to the Administrative Agent hereunder or other Collateral and that any payments due or to become due in respect of such Account are payment thereof is to be made directly to the Administrative Agent, and may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantor, so notify Account Debtors and other Persons obligated on Collateral. After the making of such a request or the giving of any such notification, each Grantor shall hold any proceeds of collection of the Accounts and such other Collateral received by such Grantor as trustee for the Administrative Agent without commingling the same with other funds of such Debtor and shall turn the same over to the Administrative Agent in the identical form received, together with any necessary endorsements or its designee.assignments. The Administrative Agent shall apply the proceeds of collection of the Accounts and other Collateral received by the Administrative Agent to the Obligations in accordance with the provisions of the Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them..
(iii) Each Grantor will perform and comply in all material respects with all of its obligations in respect of Accounts Accounts, Instruments and General Intangibles and the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligationsIntangibles.
(iv) No Grantor will (A) amendAnything herein to the contrary notwithstanding, modifyeach of the Grantors shall remain liable under each of its Accounts, terminate or waive any material provision contracts and agreements 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 to an each such Account in any manner which could reasonably be expected to materially adversely affect or the value terms of such Account as Collateral, (B) fail to exercise promptly and diligently each and every material right which it may have under each agreement giving rise to an Account (other than any right of termination) contract or (C) fail to deliver to agreement. Neither the Administrative Agent a copy of each material demand, notice nor any Secured Party shall have any obligation or document received by it relating in liability under any way to Account (or any agreement giving rise thereto), contract or agreement by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Secured Party of any payment relating to an such Account, contract or agreement pursuant hereto, nor shall the Administrative Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto), contract or agreement, 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 under any Account (or any agreement giving rise thereto), contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
(v) Other than in the ordinary course of business as generally conducted by such Grantor over a period of At any time and from time to time, no Grantor will grant any extension of the time of payment of any Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. Upon the Administrative Agent’s request and at the expense of the Grantors, the Grantors shall cause their independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that, so long as no Event of Default has occurred and is continuing, the Grantors shall only be required to pay for such reports once per fiscal year after the first request therefor by the Administrative Agent. The Administrative Agent in its own name or in the name of others may communicate with Account Debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any one Account Debtor with an aggregate face amount in excess of $25,000 or compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereonAccounts.
Appears in 2 contracts
Samples: Security Agreement (JTH Holding, Inc.), Security Agreement (JTH Holding, Inc.)
Accounts, Etc. (i) Each Grantor shall use all reasonable efforts to cause to be collected from its Account Debtors, as and when duedue in accordance with prudent business practices generally customary in businesses similar to those of such Grantor, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorney's reasonable attorneys' fees), of collection of Accounts incurred by such Grantor or the Administrative Agent shall be borne by such Grantor.
(ii) Upon the occurrence and during the continuance of any Event of Default, upon request of the Administrative Agent or the Required Lenders, each Grantor will promptly notify (and each Grantor hereby authorizes the Administrative Agent so to notify) each Account Debtor in respect of any Account that such Account has been assigned to the Administrative Agent hereunder and that any payments due or to become due in respect of such Account are to be made directly to the Administrative Agent or its designee.
(iii) Each Grantor will perform and comply in all material respects with all of its material obligations in respect of Accounts and General Intangibles and the exercise by the Administrative Agent of any of its rights hereunder shall not release any such Grantor from any of its duties or obligations.
(iv) No Grantor will (A) amend, modify, terminate or waive any material provision of any agreement giving rise to an a material Account in any manner which could reasonably be expected to materially adversely affect the value of such Account as Collateral, (B) fail to exercise promptly and diligently each and every material right which it may have under each agreement giving rise to an a material Account (other than any right of termination) or (C) fail to deliver to the Administrative Agent a copy of each material demand, notice or document received by it relating in any way to any agreement giving rise to an a material Account.
(v) Other than in the ordinary course of business as generally conducted by such each Grantor over a period of time, no such Grantor will not grant any extension of the time of payment of any of the Accounts to any one Account Debtor with an aggregate a face amount in excess of $25,000 50,000 or compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon.
Appears in 1 contract
Accounts, Etc. (i) Each Grantor shall use all commercially reasonable efforts consistent with prudent business practice to cause to be collected from its the Account Debtors, as and when due, any and all amounts owing under or on account of each Account granted as Collateral hereunder (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorney's attorneys’ fees), ) of collection of Accounts incurred by such any Grantor or the Administrative Agent shall be borne by such Grantor.
(ii) Upon the occurrence and during the continuance of any Event of Default, upon request of the Administrative Agent or the Required Lenders, each Grantor will promptly notify (and each Grantor hereby authorizes the Administrative Agent so to notify) each Account Debtor in respect of any Account that such Account has been assigned to the Administrative Agent hereunder and that any payments due or to become due in respect of such Account are to be made directly to the Administrative Agent or its designee.
(iii) Each Grantor will shall perform and comply in all material respects with all of its obligations in respect of Accounts Accounts, Instruments and General Intangibles and the exercise Intangibles.
(iii) If so requested of any Grantor by the Administrative Agent following and during the continuance of any an Event of its rights hereunder Default, such Grantor shall not release any Grantor from any execute and deliver to the Administrative Agent, for the benefit of its duties the Lenders, formal written assignments of all of the Accounts daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or obligationsinvoice registers related thereto.
(iv) No The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors that the Accounts have been assigned to the Administrative Agent, for the benefit of the Lenders, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including reasonable attorneys’ fees, to the Grantors. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent as such Grantor’s true and lawful attorney and agent-in-fact to endorse such Grantor’s name on any checks, notes, drafts or other payments relating to, the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, the Administrative Agent, for the benefit of the Lenders, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorneys’ fees, to the Grantors.
(v) Each Grantor will not (Ai) amend, modify, terminate or waive any material provision of any Chattel Paper, Instrument or any agreement giving rise to an Account in any manner which could reasonably be expected to materially adversely affect or Payment Intangible comprising a portion of the value of such Account as Collateral, or (Bii) fail to exercise promptly and diligently each and every material right which it may have under any Chattel Paper, Instrument and each agreement giving rise to an Account or Payment Intangible comprising a portion of the Collateral (other than any right of termination) ), except where such action or (C) fail failure to deliver to the Administrative Agent a copy of each material demandact, notice individually or document received by it relating in any way to any agreement giving rise to an Account.
(v) Other than in the ordinary course of business as generally conducted by such Grantor over aggregate, could not reasonably be expected to have a period of time, no Grantor will grant any extension of the time of payment of any of the Accounts to any one Account Debtor with an aggregate face amount in excess of $25,000 or compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereonMaterial Adverse Effect.
Appears in 1 contract
Samples: Pledge and Security Agreement (Matthews International Corp)
Accounts, Etc. (i) Each Grantor shall use all reasonable efforts in accordance with past practice to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedurespast practices) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorney's fees), ) of collection of Accounts incurred by such Grantor or the Administrative Agent shall be borne by such Grantor.
(ii) Upon the occurrence and during the continuance of any an Event of Default, upon request of the Administrative Agent or the Required Lenders, each Grantor will promptly notify (and each Grantor hereby authorizes the Administrative Agent so to notify) each Account Debtor in respect of any Account that such Account has been assigned to the Administrative Agent hereunder and that any payments due or to become due in respect of such Account are to be made directly to the Administrative Agent or its designee.
(iii) Each Grantor will perform and comply in all material respects with all of its material obligations in respect of its Accounts and General Intangibles and the exercise by the Administrative Agent of any of its rights hereunder shall not release any such Grantor from any of its duties or obligations.
(iv) No Grantor will (A) amend, modify, terminate or waive any material provision of any agreement giving rise to an Account in any manner which could reasonably be expected to materially adversely affect the value of such Account the Collateral, taken as Collaterala whole, (B) fail to exercise promptly and diligently each and every material right which it may have under each agreement giving rise to an Account (other than any right of termination) which could reasonably be expected to materially adversely affect the value of the Collateral, taken as a whole, or (C) fail to deliver to the Administrative Agent a copy of each written material demand, notice or document received by it which could reasonably be expected to materially adversely affect the value of the Collateral, taken as a whole, relating in any way to any material agreement giving rise to an Account.
(v) Other than in the ordinary course of business as generally conducted by such Grantor over a period of timeeach Grantor, no Grantor will (A) grant any extension of the time of payment of any of the Accounts to any one Account Debtor with an aggregate face amount in excess of $25,000 or (B) compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon.
(vi) At the request of the Agent or the Required Lenders, and within fifteen (15) days after the end of each fiscal month after the occurrence and during the continuance of an Event of Default, the Grantors shall deliver to the Agent and each Lender an Accounts Aging Report.
Appears in 1 contract
Accounts, Etc. (i) Each Grantor shall use all reasonable efforts to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedurespast practices) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorney's fees), ) of collection of Accounts incurred by such Grantor or Grantor, the Administrative Agent or Infogrames U.S. shall be borne by such Grantor.
(ii) Upon the occurrence and during the continuance of any an Event of Default, upon request of the Administrative Agent or the Required LendersAgent, each Grantor will promptly notify (and each Grantor hereby authorizes the Administrative Agent so to notify) each Account Debtor in respect of any Account that such Account has been assigned to the Administrative Agent hereunder and that any payments due or to become due in respect of such Account are to be made directly to the Administrative Agent or its designee.
(iii) Each Grantor will perform and comply in all material respects with all of its material obligations in respect of its Accounts and General Intangibles and the exercise by the Administrative Agent, for the benefit of the Lenders, the Administrative Agent and/or Infogrames U.S., of any of its the rights hereunder shall not release any such Grantor from any of its duties or obligations.
(iv) No Grantor will (A) amend, modify, terminate or waive any material provision of any agreement giving rise to an Account in any manner which could reasonably be expected to materially adversely affect the value of such Account as the Collateral, (B) fail to exercise promptly and diligently each and every material right which it may have under each agreement giving rise to an Account (other than any right of termination) which could reasonably be expected to materially adversely affect the value of the Collateral or (C) fail to deliver to the Administrative Agent and Infogrames U.S. a copy of each written material demand, notice or document received by it which could reasonably be expected to materially adversely affect the value of the Collateral relating in any way to any material agreement giving rise to an Account.
(v) Other than in the ordinary course of business as generally conducted by such Grantor over a period of timeeach Grantor, no Grantor will (A) grant any extension of the time of payment of any of the Accounts to any one Account Debtor with an aggregate a face amount in excess of $25,000 500,000 or (B) compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereonhereon.
(vi) At the times set forth in Section 7.1(d) of the Credit Agreement or, after the occurrence and during the continuance of an Event of Default, from time to time, at the request of the Administrative Agent, the Required Lenders or Infogrames U.S., the Grantors shall deliver to the Administrative Agent (with a copy for each Lender) or to Infogrames U.S., as the case may be, an Accounts Aging Report. Unless otherwise indicated thereon or in writing by the Grantors, each Accounts Aging Report delivered by 15 15 the Grantors to the Administrative Agent and to Infogrames U.S. shall constitute a representation by the Grantors with respect to the Accounts listed thereon that: (A) such Accounts are genuine, are not evidenced by a judgment and are evidenced by invoices issued in respect thereof; (B) such Accounts represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto or in accordance with past practices; (C) the amounts of the face value shown, and any invoices and statements delivered to the Administrative Agent or to Infogrames U.S., as the case may be, with respect to any Account are owing to the applicable Grantor and are not contingent for any reason; (D) there are no material setoffs, counterclaims or disputes existing or asserted with respect to such Accounts, and such Grantor has not made any agreement with any Account Debtor thereunder for any deduction therefrom; (E) no Grantor has knowledge of any facts, events, or occurrences which in any way impair in any material respect the validity or enforceability of any such Account or tend to reduce the amount payable thereunder from the amount of the invoice face value shown on any Accounts Aging Report and on all contracts, invoices and statements delivered to the Administrative Agent or to Infogrames U.S., as the case may be, with respect thereto; (F) no Grantor has knowledge that any Account Debtor under any such Account did not have the capacity to contract at the time any contract or other document giving rise to the Account was executed; (G) the goods giving rise to such Accounts are not, and were not at the time of the sale thereof, subject to any Lien, except the Security Interests and other Permitted Liens; (H) no Grantor has knowledge of any fact or circumstance which would materially impair the validity or collectability of any such Account; (I) to the applicable Grantor's knowledge, there are no proceedings or actions which are pending or, threatened against any Account Debtor under such Accounts which could result in any material adverse change in such Account Debtor's financial condition; (J) no security interest in such Accounts has been granted to any Person other than the Security Interests and other Permitted Liens; and (K) each invoice or other evidence of payment obligation furnished to Account Debtors with respect to such Accounts is issued in the applicable Grantor's corporate name.
Appears in 1 contract
Accounts, Etc. (i) Each Grantor shall use all reasonable efforts to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorney's fees), of collection of Accounts incurred by such Grantor or or, if applicable, the Administrative Collateral Agent shall be borne by such Grantor.
(ii) Upon the occurrence and during the continuance of any Event of Default, upon request of the Administrative Collateral Agent or the Required Lenders, each Grantor will promptly may notify (and each Grantor hereby authorizes the Administrative Collateral Agent so to notify) each Account Debtor in respect of any Account that such Account has been assigned to the Administrative Collateral Agent hereunder and that any payments due or to become due in respect of such Account are to be made directly to the Administrative Collateral Agent or its designee. Each Grantor hereby appoints the Collateral Agent as its lawful attorney-in-fact to do, at the Collateral Agent's option and at the Grantor's expense and liability, all acts and things which the Collateral Agent may deem necessary or desirable to effectuate its rights under this Security Agreement, 15 including without limitation, upon the occurrence of an Event of Default, to communicate with Account Debtors and other third parties for the purpose of collecting, protecting, or preserving any Account or any other Collateral and, in the Grantor's or the Collateral Agent's name, to receive and endorse any checks or other items to be presented for payment with respect to any Account.
(iii) Each Grantor will perform and comply in all material respects with all of its obligations in respect of Accounts and General Intangibles and the exercise by the Administrative Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations.
(iv) No Grantor will (A) amend, modify, terminate or waive any material provision of any agreement giving rise to an Account in any manner which could reasonably be expected to materially adversely affect the value of such Account as Collateral, except with respect to such Accounts with any single Account debtor which, in the aggregate, do not exceed $25,000 in any Fiscal Year, (B) fail to exercise promptly and diligently each and every material right which it may have under each agreement giving rise to an Account (other than any right of termination), except with respect to such Accounts with any single Account debtor which, in the aggregate, do not exceed $15,000 in any Fiscal Year, (the Aggregate Amount of the Accounts excepted from Section 4(b)(iv)(A) and (B) shall not exceed $100,000 in any Fiscal Year), or (C) fail to deliver to the Administrative Collateral Agent a copy of each material demand, notice or document received by it relating in any way to any agreement giving rise to an Account.
(v) Other than in the ordinary course of business as generally conducted by such Grantor over Account with a period of time, no Grantor will grant any extension of the time of payment of any of the Accounts to any one Account Debtor with an aggregate face amount in excess of $25,000 100,000.
(v) Each Grantor agrees that the Collateral Agent, at any time and from time to time, may confirm orders or compromise, compound or settle verify any and all of such Grantor's Accounts in the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereofCollateral Agent's name, or allow in any credit fictitious name used by the Collateral Agent for verifications, or discount whatsoever thereonthrough any public accountants.
(vi) At such intervals as the Collateral Agent shall require, the Grantor shall deliver to the Secured Party copies of purchase orders, invoices, contracts, shipping and delivery receipts and any other documents or instrument which evidence or give rise to an Account.
Appears in 1 contract
Samples: Security Agreement (WLR Foods Inc)
Accounts, Etc. (i) Each The Grantor shall use all reasonable efforts to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account not sold and transferred to a Factor (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The reasonable costs and expenses (including, without limitation, attorney's fees), of collection of Accounts incurred by such the Grantor or the Administrative Agent shall be borne by such the Grantor.
(ii) Upon the occurrence and during the continuance of any Event of Default, upon request of the Administrative Agent or the Required Lenders, each the Grantor will promptly notify (and each the Grantor hereby authorizes the Administrative Agent so to notify) each Account Debtor in respect of any Account not sold and transferred to a Factor that such Account has been assigned to the Administrative Agent hereunder and that any payments due or to become due in respect of such Account are to be made directly to the Administrative Agent or its designee.
(iii) Each The Grantor will perform and comply in all material respects with all of its obligations in respect of Accounts and General Intangibles and the exercise by the Administrative Agent of any of its rights hereunder shall not release any the Grantor from any of its duties or obligationsobliga tions.
(iv) No Grantor will (A) amend, modify, terminate or waive any material provision provi sion of any agreement giving rise to an Account in any manner which could reasonably be expected to materially adversely affect the value of such Account as Collateral, Collateral or (B) fail to exercise promptly and diligently each and every material right which it may have under each agreement giving rise to an Account (other than any right of termination) or (C) fail to deliver to the Administrative Agent a copy of each material demand, notice or document received by it relating in any way to any agreement giving rise to an Account).
(v) Other than in the ordinary course of business as generally conducted by such Grantor over a period of time, no Grantor will grant any extension of the time of payment of any of the Accounts to any one Account Debtor with an aggregate face amount in excess of $25,000 or compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon.
Appears in 1 contract
Accounts, Etc. (i) Each Grantor shall use all reasonable efforts to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorney's fees), of collection of Accounts incurred by such Grantor or the Administrative Agent shall be borne by such Grantor.
(ii) Upon the occurrence and during the continuance of any Event of Default, upon request of the Administrative Agent or the Required Lenders, each Grantor will promptly notify (and each Grantor hereby authorizes the Administrative Agent so to notify) each Account Debtor in respect of any Account that such Account has been assigned to the Administrative Agent hereunder and that any payments due or to become due in respect of such Account are to be made directly to the Administrative Agent or its designee.
(iii) Each Grantor will perform and comply in all material respects with all of its obligations in respect of Accounts and General Intangibles and the exercise by the Administrative Agent of any of its rights hereunder shall not release any such Grantor from any of its duties or obligations.
(iv) No Grantor will (A) amend, modify, terminate or waive any material provision of any agreement giving rise to an Account in any manner which could reasonably be expected to materially adversely affect the value of such Account as Collateral, (B) fail to exercise promptly and diligently each and every material right which it may have under each agreement giving rise to an Account (other than any right of termination) or (C) fail to deliver to the Administrative Agent a copy of each material demand, notice or document received by it relating in any way to any agreement giving rise to an Account.
(v) Other than in the ordinary course of business as generally conducted by such each Grantor over a period of time, no Grantor will (A) grant any extension of the time of payment of any of the Accounts to any one Account Debtor with an aggregate a face amount in excess of $25,000 250,000 or (B) compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon.
(vi) At the request of the Administrative Agent or Required Lenders, the Grantors shall deliver to the Administrative Agent with a copy for each Lender an Accounts Aging Report.
Appears in 1 contract
Accounts, Etc. (i) Each Grantor shall use all commercially reasonable efforts consistent with prudent business practice to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorney's fees), reasonable attorneys’ fees actually incurred) of collection of Accounts incurred by such Grantor or the Administrative Agent Lender shall be borne by such Grantorthe Grantors.
(ii) Upon the occurrence and during the continuance of any Event of Default, upon each Grantor shall, at the request and option of Lender, notify Account Debtors and other Persons obligated on the Accounts or any of the Administrative Agent or Collateral of the Required Lenders, each Grantor will promptly notify (and each Grantor hereby authorizes the Administrative Agent so to notify) each Account Debtor security interest of Lender in respect of any Account that such Account has been assigned to the Administrative Agent hereunder or other Collateral and that any payments due or to become due in respect of such Account are payment thereof is to be made directly to Lender, and may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantor, so notify Account Debtors and other Persons obligated on Collateral. After the Administrative Agent making of such a request or its designeethe giving of any such notification, each Grantor shall hold any proceeds of collection of the Accounts and such other Collateral received by such Grantor as trustee for Lender without commingling the same with other funds of such Debtor and shall turn the same over to Lender in the identical form received, together with any necessary endorsements or assignments. Lender shall apply the proceeds of collection of the Accounts and other Collateral received by Lender to the Obligations in accordance with the provisions of the Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.
(iii) Each Grantor will perform and comply in all material respects with all of its obligations in respect of Accounts and General Intangibles and the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligationsAccounts.
(iv) No Grantor will (A) amendAnything herein to the contrary notwithstanding, modifyeach of the Grantors shall remain liable under each of its Accounts, terminate or waive any material provision contracts and agreements 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 to an each such Account in any manner which could reasonably be expected to materially adversely affect or the value terms of such Account as Collateral, (B) fail to exercise promptly and diligently each and every material right which it may contract or agreement. Lender shall not have any obligation or liability under each agreement giving rise to an any Account (other than any right of termination) or (C) fail to deliver to the Administrative Agent a copy of each material demand, notice or document received by it relating in any way to any agreement giving rise thereto), contract or agreement by reason of or arising out of this Agreement or the receipt by Lender of any payment relating to an such Account, contract or agreement pursuant hereto, nor shall Lender be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto), contract or agreement, 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 under any Account (or any agreement giving rise thereto), contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
(v) Other than in the ordinary course of business as generally conducted by such Grantor over a period of At any time and from time to time, no Grantor will grant any extension of Lender shall have the time of payment of any right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as Lender may reasonably require in connection with such test verifications. Upon Lender’s request and at the expense of the Grantors, the Grantors shall cause their independent public accountants or others reasonably satisfactory to Lender to furnish to Lender reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. Lender in its own name or in the name of others may communicate with Account Debtors on the Accounts to verify with them to Lender’s reasonable satisfaction the existence, amount and terms of any one Account Debtor with an aggregate face amount in excess of $25,000 or compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereonAccounts.
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Accounts, Etc. (i) Each Grantor shall use all reasonable efforts to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, delinquent Accounts which are delinquent, such Accounts to shall be collected in accordance with lawful collection procedures) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorney's fees), ) of collection of Accounts incurred by such Grantor or the Administrative Bridge Collateral Agent shall be borne by such Grantor.
(ii) Upon the occurrence and during the continuance of any Event of Default, upon request of the Administrative Bridge Collateral Agent or the Required Lenders, each Grantor will promptly notify (and each Grantor hereby authorizes the Administrative Bridge Collateral Agent so to notify) each Account Debtor in respect of any Account that such Account has been assigned to the Administrative Bridge Collateral Agent hereunder and that any payments due or to become due in respect of such Account are to be made directly to the Administrative Bridge Collateral Agent or its designee.
(iii) Each Grantor will perform and comply in all material respects with all of its material obligations in respect of Accounts and General Intangibles and the exercise by the Administrative Bridge Collateral Agent of any of its rights hereunder shall not release any such Grantor from any of its duties or obligations.
(iv) No Grantor will (A) amend, modify, terminate or waive any material provision of any agreement giving rise to an Account in any manner which could reasonably be expected to materially adversely affect the value of such Account as Collateral, (B) fail to exercise promptly and diligently each and every material right which it may have under each agreement giving rise to an Account (other than any right of termination) or (C) fail to deliver to the Administrative Bridge Collateral Agent a copy of each material demand, notice or document received by it relating in any way to any agreement giving rise to an Account.
(v) Other than in the ordinary course of business as generally conducted by such each Grantor over a period of time, no Grantor will (A) grant any extension of the time of payment of any of the Accounts to any one Account Debtor with an aggregate a face amount in excess of $25,000 or 250,000, (B) compromise, compound or settle the same for less than the full amount thereof, (C) release, wholly or partially, any Person liable for the payment thereof, or (D) allow any credit or discount whatsoever thereon.
(vi) At the reasonable request of the Bridge Collateral Agent or Bridge Lenders, the Grantors shall deliver to the Bridge Collateral Agent with a copy for each Bridge Lender an Accounts Aging Report.
Appears in 1 contract
Samples: Bridge Security Agreement (Choice One Communications Inc)
Accounts, Etc. (i) Each Grantor shall use all reasonable efforts to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The reasonable costs and expenses (including, without limitation, attorney's fees), of collection of Accounts incurred by such any Grantor or the Administrative Agent shall be borne by such the Grantor.
(ii) Upon the occurrence and during the continuance of any Event of Default, upon request of the Administrative Agent or the Required Lenders, each Grantor will promptly notify (and each such Grantor hereby authorizes the Administrative Agent so to notify) each Account Debtor in respect of any Account that such Account has been assigned to the Administrative Agent hereunder and that any payments due or to become due in respect of such Account are to be made directly to the Administrative Agent or its designee.
(iii) Each Grantor will perform and comply in all material respects with all of its obligations in respect of Accounts and General Intangibles and the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations.
(iv) No Grantor will shall (A) amend, modify, terminate or waive any material provision of any agreement giving rise to an Account in any manner which could reasonably be expected to materially adversely affect the value of such Account as Collateral, Collateral or (B) fail to exercise promptly and diligently each and every its material right rights which it may have under each agreement giving rise to an Account (other than any right of termination) or (C) fail to deliver to the Administrative Agent a copy of each material demand, notice or document received by it relating in any way to any agreement giving rise to an Account).
(v) Other than in the ordinary course of business as generally conducted by such the Grantor over a period of timetime and subject to Section 4(b)(iv), no Grantor will grant any extension of the time of payment of any of the Accounts to any one Account Debtor with an aggregate face amount in excess of $25,000 or compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon.,
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Accounts, Etc. (i) Each Grantor shall use all reasonable efforts to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, delinquent Accounts which are delinquent, such Accounts to shall be collected in accordance with lawful collection procedures) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorney's fees), ) of collection of Accounts incurred by such Grantor or the Administrative Agent shall be borne by such Grantor.
(ii) Upon the occurrence and during the continuance of any Event of Default, upon request of the Administrative Agent or the Required Lenders, each Grantor will promptly notify (and each Grantor hereby authorizes the Administrative Agent so to notify) each Account Debtor in respect of any Account that such Account has been assigned to the Administrative Agent hereunder and that any payments due or to become due in respect of such Account are to be made directly to the Administrative Agent or its designee.
(iii) Each Grantor will perform and comply in all material respects with all of its material obligations in respect of Accounts and General Intangibles and the exercise by the Administrative Agent of any of its rights hereunder shall not release any such Grantor from any of its duties or obligations.
(iv) No Grantor will (A) amend, modify, terminate or waive any material provision of any agreement giving rise to an Account in any manner which could reasonably be expected to materially adversely affect the value of such Account as Collateral, (B) fail to exercise promptly and diligently each and every material right which it may have under each agreement giving rise to an Account (other than any right of termination) or (C) fail to deliver to the Administrative Agent a copy of each material demand, notice or document received by it relating in any way to any agreement giving rise to an Account.
(v) Other than in the ordinary course of business as generally conducted by such each Grantor over a period of time, no Grantor will (A) grant any extension of the time of payment of any of the Accounts to any one Account Debtor with an aggregate a face amount in excess of $25,000 or 250,000, (B) compromise, compound or settle the same for less than the full amount thereof, (C) release, wholly or partially, any Person liable for the payment thereof, or (D) allow any credit or discount whatsoever thereon.
(vi) At the reasonable request of the Administrative Agent or Required Lenders, the Grantors shall deliver to the Administrative Agent with a copy for each Lender an Accounts Aging Report.
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Accounts, Etc. (i) Each Grantor shall use all commercially reasonable efforts consistent with prudent business practice to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorney's fees), reasonable attorneys’ fees actually incurred) of collection of Accounts incurred by such Grantor Grantors or the Administrative Agent Lender shall be borne by such GrantorGrantors.
(ii) Upon the occurrence and during the continuance of any Event of Default, upon Grantors shall, at the request and option of the Administrative Agent Lender, notify Account Debtors and other Persons obligated on the Accounts or any of the Required Lenders, each Grantor will promptly notify (and each Grantor hereby authorizes Collateral of the Administrative Agent so to notify) each Account Debtor security interest of Lender in respect of any Account that such Account has been assigned to the Administrative Agent hereunder or other Collateral and that any payments due or to become due in respect of such Account are payment thereof is to be made directly to the Administrative Agent Lender, and may itself, if an Event of Default shall have occurred and be continuing, without notice to or its designee.demand upon Grantors, so notify Account Debtors and other Persons obligated on Collateral. After the making of such a request or the giving of any such notification, Grantors shall hold any proceeds of collection of the Accounts and such other Collateral received by any Grantor as trustee for the Lender without commingling the same with other funds of such Debtor and shall turn the same over to the Lender in the identical form received, together with any necessary endorsements or assignments. The Lender shall apply the proceeds of collection of the Accounts and other Collateral received by the Lender to the Obligations in accordance with the provisions of the Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them..
(iii) Each Grantor Grantors will perform and comply in all material respects with all of its their respective material obligations in respect of Accounts Accounts, Instruments and General Intangibles and the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligationsIntangibles.
(iv) No Grantor will (A) amendAnything herein to the contrary notwithstanding, modifyGrantors shall remain liable under each of its Accounts, terminate or waive any material provision contracts and agreements 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 to an each such Account in any manner which could reasonably be expected to materially adversely affect or the value terms of such Account as Collateral, (B) fail to exercise promptly and diligently each and every material right which it may contract or agreement. The Lender shall not have any obligation or liability under each agreement giving rise to an any Account (other than any right of termination) or (C) fail to deliver to the Administrative Agent a copy of each material demand, notice or document received by it relating in any way to any agreement giving rise thereto), contract or agreement by reason of or arising out of this Agreement or the receipt by the Lender of any payment relating to an such Account, contract or agreement pursuant hereto, nor shall the Lender be obligated in any manner to perform any of the obligations of Grantors under or pursuant to any Account (or any agreement giving rise thereto), contract or agreement, 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 under any Account (or any agreement giving rise thereto), contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
(v) Other than in the ordinary course of business as generally conducted by such Grantor over a period of At any time and from time to time, no Grantor will grant any extension of the time of payment of any Lender shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and Grantors shall furnish all such assistance and information as the Lender may reasonably require in connection with such test verifications. Upon the Lender’s request and at the expense of Grantors, Grantors shall cause their independent public accountants or others reasonably satisfactory to Lender to furnish Lender reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. Lender in its own name or in the name of others may communicate with Account Debtors on the Accounts to verify with them to the Lender’s reasonable satisfaction the existence, amount and terms of any one Account Debtor with Accounts.
(vi) Lender shall have the right at any time after the occurrence and during the continuance of an aggregate face amount in excess Event of $25,000 Default, to require that Grantors enter into a "lockbox" or compromise"blocked account" arrangement whereby Grantors shall notify any or all of the account debtors on the Accounts, compound Chattel Paper or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereofGeneral Intangibles of Grantors, or allow obligors on any credit instruments of which Grantors is obligee, all as Lender shall determine, to make payments directly to a post office box or discount whatsoever thereonaddress maintained by a collection agent designated by Lender, which collection agent may be Lender, all at Grantors' sole cost and expense, all pursuant to a "blocked account agreement" in form and substance as required by or as is satisfactory to Lender, in its sole and absolute discretion. The cost of any lockbox or blocked account arrangement whether with Lender or any other collection agent shall be paid by Grantors.
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Accounts, Etc. (i) Each Grantor shall use all reasonable efforts to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedurespast practices) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorney's attorneys fees), ) of collection of Accounts incurred by such Grantor or the Administrative Agent shall be borne by such Grantor.
(ii) Upon the occurrence and during the continuance of any an Event of Default, upon request of the Administrative Agent or the Required Lenders, each Grantor will promptly notify (and each Grantor hereby authorizes the Administrative Agent so to notify) each Account Debtor in respect of any Account that such Account has been assigned to the Administrative Agent hereunder and that any payments due or to become due in respect of such Account are to be made directly to the Administrative Agent or its designee.
(iii) Each Grantor will perform and comply in all material respects with all of its material obligations in respect of its Accounts and General Intangibles and the exercise by the Administrative Agent of any of its rights hereunder shall not release any such Grantor from any of its duties or obligations.
(iv) No Grantor will (A) amend, modify, terminate or waive any material provision of any agreement giving rise to an Account in any manner which could reasonably be expected to materially adversely affect the value of such Account as the Collateral, (B) fail to exercise promptly and diligently each and every material right which it may have under each agreement giving rise to an Account (other than any right of termination) or (C) fail which could reasonably be expected to deliver to materially adversely affect the Administrative Agent a copy of each material demand, notice or document received by it relating in any way to any agreement giving rise to an Account.
(v) Other than in the ordinary course of business as generally conducted by such Grantor over a period of time, no Grantor will grant any extension value of the time of payment of any of the Accounts to any one Account Debtor with an aggregate face amount in excess of $25,000 or compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon.Collateral or
Appears in 1 contract
Accounts, Etc. (i) Each Grantor shall use all reasonable efforts to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedurespast practices) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorney's fees), ) of collection of Accounts incurred by such Grantor or Grantor, the Administrative Agent or Infogrames U.S. shall be borne by such Grantor.
(ii) Upon the occurrence and during the continuance of any an Event of Default, upon request of the Administrative Agent or the Required LendersAgent, each Grantor will promptly notify (and each Grantor hereby authorizes the Administrative Agent so to notify) each Account Debtor in respect of any Account that such Account has been assigned to the Administrative Agent hereunder and that any payments due or to become due in respect of such Account are to be made directly to the Administrative Agent or its designee.
(iii) Each Grantor will perform and comply in all material respects with all of its material obligations in respect of its Accounts and General Intangibles and the exercise by the Administrative Agent, for the benefit of the Lenders, the Administrative Agent and/or Infogrames U.S., of any of its the rights hereunder shall not release any such Grantor from any of its duties or obligations.
(iv) No Grantor will (A) amend, modify, terminate or waive any material provision of any agreement giving rise to an Account in any manner which could reasonably be expected to materially adversely affect the value of such Account as the Collateral, (B) fail to exercise promptly and diligently each and every material right which it may have under each agreement giving rise to an Account (other than any right of termination) which could reasonably be expected to materially adversely affect the value of the Collateral or (C) fail to deliver to the Administrative Agent and Infogrames U.S. a copy of each written material demand, notice or document received by it which could reasonably be expected to materially adversely affect the value of the Collateral relating in any way to any material agreement giving rise to an Account.
(v) Other than in the ordinary course of business as generally conducted by such Grantor over a period of timeeach Grantor, no Grantor will (A) grant any extension of the time of payment of any of the Accounts to any one Account Debtor with an aggregate a face amount in excess of $25,000 500,000 or (B) compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereonhereon.
(vi) At the times set forth in Section 7.1(d) of the Credit Agreement or, after the occurrence and during the continuance of an Event of Default, from time to time, at the request of the Administrative Agent, the Required Lenders or Infogrames U.S., the Grantors shall deliver to the Administrative Agent (with a copy for each Lender) or to Infogrames U.S., as the case may be, an Accounts Aging Report. Unless otherwise indicated thereon or in writing by the Grantors, each Accounts Aging Report delivered by the Grantors to the Administrative Agent and to Infogrames U.S. shall constitute a representation by the Grantors with respect to the Accounts listed thereon that: (A) such Accounts are genuine, are not evidenced by a judgment and are evidenced by invoices issued in respect thereof; (B) such Accounts represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto or in accordance with past practices; (C) the amounts of the face value shown, and any invoices and statements delivered to the Administrative Agent or to Infogrames U.S., as the case may be, with respect to any Account are owing to the applicable Grantor and are not contingent for any reason; (D) there are no material setoffs, counterclaims or disputes existing or asserted with respect to such Accounts, and such Grantor has not made any agreement with any Account Debtor thereunder for any deduction therefrom; (E) no Grantor has knowledge of any facts, events, or occurrences which in any way impair in any material respect the validity or enforceability of any such Account or tend to reduce the amount payable thereunder from the amount of the invoice face value shown on any Accounts Aging Report and on all contracts, invoices and statements delivered to the Administrative Agent or to Infogrames U.S., as the case may be, with respect thereto; (F) no Grantor has knowledge that any Account Debtor under any such Account did not have the capacity to contract at the time any contract or other document giving rise to the Account was executed; (G) the goods giving rise to such Accounts are not, and were not at the time of the sale thereof, subject to any Lien, except the Security Interests and other Permitted Liens; (H) no Grantor has knowledge of any fact or circumstance which would materially impair the validity or collectability of any such Account; (I) to the applicable Grantor's knowledge, there are no proceedings or actions which are pending or, threatened against any Account Debtor under such Accounts which could result in any material adverse change in such Account Debtor's financial condition; (J) no security interest in such Accounts has been granted to any Person other than the Security Interests and other Permitted Liens; and (K) each invoice or other evidence of payment obligation furnished to Account Debtors with respect to such Accounts is issued in the applicable Grantor's corporate name.
Appears in 1 contract
Accounts, Etc. (i) Each Grantor shall use all commercially reasonable efforts consistent with prudent business practice to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorney's fees), reasonable attorneys’ fees actually incurred) of collection of Accounts incurred by such Grantor or the Administrative Agent shall be borne by such Grantorthe Grantors.
(ii) Upon the occurrence and during the continuance of any Event of Default, upon each Grantor shall, at the request and option of the Administrative Agent Agent, notify Account Debtors and other Persons obligated on the Accounts or any of the Required Lenders, each Grantor will promptly notify (and each Grantor hereby authorizes Collateral of the security interest of Administrative Agent so to notify) each Account Debtor in respect of any Account that such Account has been assigned to the Administrative Agent hereunder or other Collateral and that any payments due or to become due in respect of such Account are payment thereof is to be made directly to the Administrative Agent, and may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantor, so notify Account Debtors and other Persons obligated on Collateral. After the making of such a request or the giving of any such notification, each Grantor shall hold any proceeds of collection of the Accounts and such other Collateral received by such Grantor as trustee for the Administrative Agent without commingling the same with other funds of such Debtor and shall turn the same over to the Administrative Agent in the identical form received, together with any necessary endorsements or its designeeassignments. The Administrative Agent shall apply the proceeds of collection of the Accounts and other Collateral received by the Administrative Agent to the Obligations in accordance with the provisions of the Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them. The costs and expenses (including, without limitation, reasonable attorneys’ fees actually incurred) of collection of Accounts incurred by such Grantor or the Administrative Agent shall be borne by the Grantors.
(iii) Each Grantor will perform and comply in all material respects with all of its obligations in respect of Accounts Accounts, Instruments and General Intangibles and the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligationsIntangibles.
(iv) No Grantor will (A) amendAnything herein to the contrary notwithstanding, modifyeach of the Grantors shall remain liable under each of its Accounts, terminate or waive any material provision contracts and agreements 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 to an each such Account in any manner which could reasonably be expected to materially adversely affect or the value terms of such Account as Collateral, (B) fail to exercise promptly and diligently each and every material right which it may have under each agreement giving rise to an Account (other than any right of termination) contract or (C) fail to deliver to agreement. Neither the Administrative Agent a copy of each material demand, notice nor any Secured Party shall have any obligation or document received by it relating in liability under any way to Account (or any agreement giving rise thereto), contract or agreement by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Secured Party of any payment relating to an such Account, contract or agreement pursuant hereto, nor shall the Administrative Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto), contract or agreement, 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 under any Account (or any agreement giving rise thereto), contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
(v) Other than in the ordinary course of business as generally conducted by such Grantor over a period of At any time and from time to time, no Grantor will grant any extension of the time of payment of any Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection with such test verifications. Upon the Administrative Agent’s request and at the expense of the Grantors, the Grantors shall cause their independent public accountants or others reasonably satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that, so long as no Event of Default has occurred and is continuing, the Grantors shall only be required to pay for such reports once per fiscal year after the first request therefor by the Administrative Agent. The Administrative Agent in its own name or in the name of others may communicate with Account Debtors on the Accounts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any one Account Debtor with an aggregate face amount in excess of $25,000 or compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereonAccounts.
Appears in 1 contract
Accounts, Etc. (i) Each Grantor shall use all reasonable efforts consistent with prudent business practice, and the past practices of PRGX and its Subsidiaries, to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account account receivable (including, without limitation, Accounts accounts receivable which are or become delinquent, such Accounts accounts receivable to be collected in accordance with lawful collection procedures) and to apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Accountaccounts receivable. The costs and expenses (including, without limitation, attorney's fees), reasonable attorneys’ fees actually incurred) of collection of Accounts accounts receivable incurred by such Grantor or the Administrative Agent shall be borne by such Grantorthe Grantors.
(ii) Upon the occurrence and during the continuance of any Event of Default, upon request of the Administrative Agent or the Required LendersAgent, each Grantor will promptly notify (and each Grantor hereby authorizes the Administrative Agent so to notify) each Account Debtor in respect of any Account or Instrument included as Collateral that such Account Collateral has been assigned to the Administrative Agent hereunder hereunder, and that any payments due or to become due in respect of such Account Collateral are to be made directly to the Administrative Agent or its designee.
(iii) Each Grantor will perform and comply in all material respects with all of its obligations in respect of Accounts material Accounts, Instruments and General Intangibles and the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligationsIntangibles.
(iv) No Grantor will (A) amend, modify, terminate or waive any material provision of any agreement giving rise to an Account in any manner which could reasonably be expected to materially adversely affect the value of such Account as Collateral, (B) fail to exercise promptly and diligently each and every material right which it may have under each agreement giving rise to an Account (other than any right of termination) or (C) fail to deliver to the Administrative Agent a copy of each material demand, notice or document received by it relating in any way to any agreement giving rise to an Account.
(v) Other than in the ordinary course of business as generally conducted by such Grantor over a period of time, no Grantor will grant any extension of the time of payment of any of the Accounts to any one Account Debtor with an aggregate face amount in excess of $25,000 or compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon.
Appears in 1 contract
