As to Accounts. (a) Each Grantor shall have the right to collect all Accounts so long as no Event of Default shall have occurred and be continuing. (b) Upon (i) the occurrence and continuance of an Event of Default and (ii) the delivery of notice by the Lender to each Grantor, all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Lender for deposit in a Deposit Account of such Grantor maintained with the Lender (together with any other Deposit Accounts or Security Accounts pursuant to which any portion of the Collateral is deposited with the Lender, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Lender until delivery thereof is made to the Lender. (c) Following the delivery of notice pursuant to clause (b)(ii), and so long as an Event of Default shall continue, the Lender shall have the right to apply any amount in the Collateral Account to the payment of any Obligations which are then due and payable in accordance with Section 4.4(b) of the Credit Agreement. (d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Accounts are subject to a security interest as contemplated hereby, (ii) such Collateral Accounts shall be under the control of the Lender and (iii) the Lender shall have the sole right of withdrawal over such Collateral Account.
Appears in 6 contracts
Samples: Pledge and Security Agreement (Natera, Inc.), Credit Agreement (Natera, Inc.), Credit Agreement (Natera, Inc.)
As to Accounts. (a) Each Grantor shall have the right to collect all Accounts so long as no Event of Default shall have occurred and be continuing.
(b) Upon (i) the occurrence and continuance of an Event of Default and (ii) the delivery of notice by the Lender to each Grantor, all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Lender for deposit in a Deposit Account of such Grantor maintained with the Lender (together with any other Deposit Accounts or Security Accounts pursuant to which any portion of the Collateral is deposited with the Lender, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Lender until delivery thereof is made to the Lender.
(c) Following the delivery of notice pursuant to clause (b)(ii), and so long as an Event of Default shall continue, the Lender shall have the right to apply any amount in the Collateral Account to the payment of any Obligations which are then due and payable in accordance with Section 4.4(b) of the Credit Agreementpayable.
(d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Accounts Account are subject to a security interest as contemplated hereby, (ii) such Collateral Accounts Account shall be under the control of the Lender and (iii) the Lender shall have the sole right of withdrawal over such Collateral Account.
Appears in 5 contracts
Samples: Credit Agreement (Recro Pharma, Inc.), Credit Agreement (Unilife Corp), Pledge and Security Agreement (Unilife Corp)
As to Accounts. (a) Each Grantor shall have the right to collect all Accounts so long as no Event of Default shall have occurred and be continuing.
(b) Upon (i) the occurrence and continuance of an Event of Default and (ii) the delivery of notice by the Lender to each Grantor, all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Lender for deposit in a Deposit Account of such Grantor maintained with the Lender or otherwise is a Controlled Account (together with any other Deposit Accounts or Security Controlled Accounts pursuant to which any portion of the Collateral is deposited with the Lender, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Lender until delivery thereof is made to the Lender.
(c) Following the delivery of notice pursuant to clause (b)(ii), and so long as an Event of Default shall continuehave occurred and be continuing, the Lender shall have the right to apply any amount in the Collateral Account to the payment of any Obligations which are then due and payable in accordance with Section 4.4(b) of the Credit Agreement.
(d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that so long as an Event of Default shall have occurred and be continuing, (i) deposits in such Collateral Accounts are subject to a security interest as contemplated hereby, (ii) such Collateral Accounts shall be under the control of the Lender and (iii) the Lender shall have the sole right of withdrawal over such Collateral Account.
Appears in 3 contracts
Samples: Credit Agreement (Natera, Inc.), Pledge and Security Agreement (Natera, Inc.), Credit Agreement (Natera, Inc.)
As to Accounts. (a) Each Grantor shall have the right to collect all Accounts so long as no Event of Default shall have occurred and be continuing.
(b) Upon (i) the occurrence and continuance of an Event of Default and (ii) the delivery of notice by the Lender Administrative Agent to each Grantor, all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Lender Administrative Agent for deposit in a Deposit Account of such Grantor maintained with the Lender Administrative Agent or that otherwise is a Controlled Account (together with any other Deposit Accounts or Security Controlled Accounts pursuant to which any portion of the Collateral is deposited with the LenderAdministrative Agent, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Lender Administrative Agent until delivery thereof is made to the LenderAdministrative Agent.
(c) Following the delivery of notice pursuant to clause (b)(ii), and so long as an Event of Default shall continue, the Lender Administrative Agent shall have the right to apply any amount in the Collateral Account Accounts to the payment of any Obligations which are then due and payable in accordance with Section 4.4(b) of the Credit Agreement.
(d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Accounts Account are subject to a security interest as contemplated hereby, (ii) such Collateral Accounts Account shall be under the control of the Lender Administrative Agent and (iii), following the delivery of notice pursuant to clause (b)(ii) above, the Lender Administrative Agent shall have the sole right of withdrawal over such Collateral Account.
Appears in 2 contracts
Samples: Pledge and Security Agreement (MDxHealth SA), Pledge and Security Agreement (Verrica Pharmaceuticals Inc.)
As to Accounts. (a) Each Grantor shall have the right to collect all Accounts so long as no Event of Default shall have occurred and be continuing.
(b) Upon (i) the occurrence and continuance of an Event of Default and (ii) the delivery of notice by the Lender Administrative Agent to each Grantor, all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Lender Administrative Agent for deposit in a Deposit Account of such Grantor maintained with the Lender Administrative Agent (together with any other Deposit Accounts or Security Securities Accounts pursuant to which any portion of the Collateral is deposited with the LenderAdministrative Agent, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Lender Administrative Agent until delivery thereof is made to the LenderAdministrative Agent.
(c) Following the delivery of notice pursuant to clause (b)(ii), and so long as an Event of Default shall continue, the Lender Administrative Agent shall have the right to apply any amount in the Collateral Account Accounts to the payment of any Obligations which are then due and payable in accordance with Section 4.4(b) of the Credit Agreementpayable.
(d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Accounts Account are subject to a security interest as contemplated hereby, (ii) such Collateral Accounts Account shall be under the control of the Lender Administrative Agent and (iii) the Lender Administrative Agent shall have the sole right of withdrawal over such Collateral Account.
Appears in 2 contracts
Samples: Credit Agreement (Acutus Medical, Inc.), Pledge and Security Agreement (Acutus Medical, Inc.)
As to Accounts. (a) Each Grantor shall have the right to collect all Accounts so long as no Event of Default shall have occurred and be continuing.
(b) Upon (i) the occurrence and continuance of an Event of Default and (ii) the delivery of notice by the Lender to each Grantor, all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Lender for deposit in a Deposit Account of such Grantor maintained with the Lender or otherwise is a Controlled Account (together with any other Deposit Accounts or Security Accounts pursuant to which any portion of the Collateral is deposited with the Lender, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Lender until delivery thereof is made to the Lender.
(c) Following the delivery of notice pursuant to clause (b)(ii), and so long as an Event of Default shall continuehave occurred and be continuing, the Lender shall have the right to apply any amount in the Collateral Account Account, in accordance with Section 4.4(b) of the Credit Agreement, to the payment of any Obligations which are then due and payable in accordance with Section 4.4(b) of the Credit Agreementpayable.
(d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Accounts Account are subject to a security interest as contemplated hereby, (ii) so long as an Event of Default shall have occurred and be continuing, such Collateral Accounts Account shall be under the control of the Lender and (iii) so long as an Event of Default shall have occurred and be continuing, the Lender shall have the sole right of withdrawal over such Collateral Account.
Appears in 2 contracts
Samples: Pledge and Security Agreement (TransMedics Group, Inc.), Pledge and Security Agreement (TransMedics Group, Inc.)
As to Accounts. (a) Each Grantor shall have the right to collect all Accounts so long as no Event of Default shall have occurred and be continuing.
(b) Upon (i) the occurrence and continuance of an Event of Default and (ii) the delivery of notice by the Lender Administrative Agent to each Grantor, all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Lender Administrative Agent for deposit in a Deposit Account of such Grantor maintained with the Lender Administrative Agent or that otherwise is a Controlled Account (together with any other Deposit Accounts or Security Controlled Accounts pursuant to which any portion of the Collateral is deposited with the LenderAdministrative Agent, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Lender Administrative Agent until delivery thereof is made to the LenderAdministrative Agent.
(c) Following the delivery of notice pursuant to clause (b)(ii), and so long as an Event of Default shall continue, the Lender Administrative Agent shall have the right to apply any amount in the Collateral Account Accounts to the payment of any Obligations which are then due and payable in accordance with Section 4.4(b) of the Credit Agreement.
(d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Accounts Account are subject to a security interest as contemplated hereby, (ii) such Collateral Accounts Account shall be under the control of the Lender Administrative Agent and (iii) following the Lender delivery of notice pursuant to clause (b)(ii) above, the Administrative Agent shall have the sole right of withdrawal over such Collateral Account.
Appears in 1 contract
Samples: Pledge and Security Agreement (AVITA Medical, Inc.)
As to Accounts. (a) Each Grantor shall have the right to collect all Accounts so long as no Event of Specified Default shall have occurred and be continuingexists.
(b) Upon (i) the occurrence and continuance of an Event of a Specified Default and (ii) the delivery of notice by the Lender Agent to each Grantor, all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Lender Agent for deposit in a Deposit Account of such Grantor maintained with the Lender Agent (together with any other Deposit Accounts or Security Accounts pursuant to which any portion of the Collateral is deposited with the LenderAgent, the “"Collateral Accounts”"), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Lender Agent until delivery thereof is made to the LenderAgent.
(c) Following (i) the occurrence and continuance of a Specified Default and (ii) the delivery of notice pursuant to clause (b)(ii), and so long as an Event of Default shall continue, the Lender Agent shall have the right to apply any amount in the Collateral Account to the payment of any Obligations which are then due and payable in accordance with Section 4.4(b) of the Credit Agreementpayable.
(d) With respect to each of the Collateral AccountsAccounts after (i) the occurrence and continuance of a Specified Default and (ii) the delivery of notice pursuant to clause (b)(ii), it is hereby confirmed and agreed that (iA) deposits in such Collateral Accounts Account are subject to a security interest as contemplated hereby, (iiB) such Collateral Accounts Account shall be under the control of the Lender Agent and (iiiC) the Lender Agent shall have the sole right of withdrawal over such Collateral Account.
Appears in 1 contract
As to Accounts. (a) Each Grantor shall have the right to collect all Accounts so long as no Event of Specified Default shall have occurred and be continuing.
(b) . Upon (i) the occurrence and continuance of an Event of a Specified Default and (ii) the delivery of notice by the Lender Administrative Agent to each Grantor, all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Lender Administrative Agent for deposit in a Deposit Account of such Grantor maintained with the Lender Administrative Agent (together with any other Deposit Accounts or Security Accounts pursuant to which any portion of the Collateral is deposited with the LenderAdministrative Agent, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Lender Administrative Agent until delivery thereof is made to the Lender.
(c) Administrative Agent. Following the delivery of notice pursuant to clause (b)(ii), and so long as an Event of Default shall continue, the Lender Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Obligations Liabilities which are then due and payable in accordance with Section 4.4(b) of the Credit Agreement.
(d) payable. With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Accounts Account are subject to a security interest as contemplated hereby, (ii) such Collateral Accounts Account shall be under the control of the Lender Administrative Agent and (iii) the Lender Administrative Agent shall have the sole right of withdrawal over such Collateral Account.
Appears in 1 contract
As to Accounts. (a) Each Grantor shall have the right to collect all Accounts so long as no Event of Default shall have occurred and be continuing.
(b) Upon (i) the occurrence and continuance of an Event of Default and (ii) the delivery of notice by the Lender to each Grantor, all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Lender for deposit in a Deposit Account of such Grantor maintained with the Lender or that otherwise is a Controlled Account (together with any other Deposit Accounts or Security Controlled Accounts pursuant to which any portion of the Collateral is deposited with the Lender, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Lender until delivery thereof is made to the Lender.
(c) Following the delivery of notice pursuant to clause (b)(ii), and so long as an Event of Default shall continue, the Lender shall have the right to apply any amount in the Collateral Account Accounts to the payment of any Obligations which are then due and payable in accordance with Section 4.4(b) of the Credit Agreement.
(d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Accounts Account are subject to a security interest as contemplated hereby, (ii) such Collateral Accounts Account shall be under the control of the Lender and (iii), following the delivery of notice pursuant to clause (b)(ii) above, the Lender shall have the sole right of withdrawal over such Collateral Account.
Appears in 1 contract
As to Accounts. (a) Each Grantor shall have the right to collect all Accounts so long as no Event of Specified Default shall have occurred and be continuing.
(b) Upon (i) the occurrence and continuance of an Event of a Specified Default and (ii) the delivery of notice by the Lender Trustee to each Grantor, all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Lender Trustee for deposit in a Deposit Account of such Grantor maintained with the Lender Trustee (together with any other Deposit Accounts or Security Accounts pursuant to which any portion of the Collateral is deposited with the LenderTrustee, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Lender Trustee until delivery thereof is made to the LenderTrustee, except for proceeds which are or become subject to such Grantor’s existing accounts receivable securitization program.
(c) Following the delivery of notice pursuant to clause (b)(ii), and so long as an Event of Default shall continue, the Lender Trustee shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are then due and payable in accordance with Section 4.4(b) of the Credit Agreementas it deems appropriate.
(d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Accounts Account are subject to a security interest as contemplated hereby, (ii) such Collateral Accounts Account shall be under the control of the Lender Trustee and (iii) the Lender Trustee shall have the sole right of withdrawal over such Collateral Account.
Appears in 1 contract