Common use of As to Collateral Clause in Contracts

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 5 contracts

Samples: Borrower Security Agreement (Dri I Inc), Borrower Security Agreement (Dri I Inc), Borrower Security Agreement (Duane Reade Inc)

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As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent Secured Party may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may reasonably deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, Secured Party may, at any time following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent Secured Party of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent Secured Party following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent Secured Party of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or After an Event of Default, the Administrative Agent Secured Party is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative AgentSecured Party, representing any payment on or other proceeds Proceeds of any of the Collateral.

Appears in 3 contracts

Samples: Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Titan Corp)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 9.1(i) of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the such Grantor of the revocation of such power and authority the such Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 9.1(i) of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following a Default of the nature set forth in Section 8.1.9 9.1(i) of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 9.1(i) of the Credit Agreement or an Event of Default, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the The Administrative Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 3 contracts

Samples: Security Agreement, Security Agreement (Titan Corp), Senior Secured Credit Agreement (Titan Corp)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the Grantor (i) may may, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent Secured Party may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may reasonably deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, Secured Party may, at any time following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent Secured Party of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent Secured Party following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent Secured Party of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or After an Event of Default, the Administrative Agent Secured Party is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative AgentSecured Party, representing any payment on or other proceeds Proceeds of any of the Collateral.

Appears in 3 contracts

Samples: Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Titan Corp)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the such Grantor of the revocation of such power and authority the authority, such Grantor (i) may in the ordinary course of its business (except as otherwise permitted to the extent prohibited under the Credit Agreement), any Loan Document) at its own expense, refine, process, store, transport, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted to the extent prohibited under the Credit AgreementAgreement or any other Loan Document), any raw materials, including work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following upon the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted to the extent prohibited under the Credit Agreementany Loan Document), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goodsGoods, the sale or lease of which shall have given rise to such Collateral, and (iv) may issue licenses to third-parties with respect to Trademarks, Patents, Copyrights, and Trade Secrets in the ordinary course of business. The Administrative Agent, however, may, at any time following a Default upon the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default Agent, upon the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the The Administrative Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds Proceeds of any of the Collateral.

Appears in 2 contracts

Samples: Security Agreement (Sterling Chemicals Inc), Security Agreement (Sterling Chemical Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the such Grantor of the revocation of such power and authority the such Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following time, after the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultAgent, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative The Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 2 contracts

Samples: Subsidiary Security Agreement (Aristotle Corp), Credit Agreement (Aristotle Corp)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the a Grantor of the revocation of such power and authority the authority, such Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following a Default upon the occurrence and during the continuation of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following Agent, a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 2 contracts

Samples: Credit Agreement (Novamed Inc), Credit Agreement (Novamed Inc)

As to Collateral. (a) Until the occurrence and continuance Subject to clause (b) of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Defaultthis Section, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at . (b) At any time following the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, the Administrative Agent may upon written notice to the Grantor, (i) revoke any or all of the rights of the Grantor set forth in clause (a), (ii) notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and (iii) enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. . (c) Upon request of the Administrative Agent following a Default the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (bd) Following a Default At any time following the occurrence and during the continuation of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent is authorized to may endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 2 contracts

Samples: Borrower Security and Pledge Agreement (Associated Materials Inc), Borrower Security and Pledge Agreement (AMH Holdings, Inc.)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the such Grantor of the revocation of such power and authority the authority, such Grantor (i) may in the ordinary course of its business (except as otherwise permitted to the extent prohibited under the Credit Agreement), any Loan Document) at its own expense, refine, process, store, transport, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted to the extent prohibited under the Credit AgreementAgreement or any other Loan Document), any raw materials, including work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following upon the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted to the extent prohibited under the Credit Agreementany Loan Document), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following upon the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following Agent, upon the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following Upon the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 2 contracts

Samples: Fixed Assets Security Agreement (Sterling Chemical Inc), Current Assets Security Agreement (Sterling Chemical Inc)

As to Collateral. (a) Until the occurrence and continuance Subject to clause (b) of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Defaultthis Section, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the each Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at . (b) At any time following a Default the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, the Administrative Agent may upon written notice to the Grantor (i) revoke any or all of the rights of each Grantor set forth in clause (a), (ii) notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and (iii) enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. . (c) Upon request of the Administrative Agent following a Default the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the each Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (bd) Following a Default At any time following the occurrence and during the continuation of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent is authorized to may endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 2 contracts

Samples: Subsidiary Security and Pledge Agreement (AMH Holdings, Inc.), Subsidiary Security and Pledge Agreement (Associated Materials Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent Designated Purchaser shall notify the Grantor of the revocation of such power and authority after the occurrence and during the continuance of any Event of Default, Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), consume any raw materials, work in process or materials normally held by the Grantor for such purpose, and sell or otherwise dispose of any other Collateral, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent Designated Purchaser may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, ; and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement), grant to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative AgentDesignated Purchaser, however, may, at any time following a Default the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an any Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent Designated Purchaser of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default Designated Purchaser after the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an any Event of Default, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent Secured Parties of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent The Designated Purchaser is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative AgentDesignated Purchaser, representing any payment on or other proceeds of any of the Collateral.

Appears in 2 contracts

Samples: Note Purchase Agreement (Diomed Holdings Inc), Secured Loan Agreement (Diomed Holdings Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following a Default upon the occurrence and during the continuation of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultAgent, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative The Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 2 contracts

Samples: Credit Agreement (Novamed Inc), Credit Agreement (Novamed Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following time, after the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultAgent, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative The Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Security Agreement (Aristotle Corp)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent Beneficiary shall notify the Grantor of the revocation of such power and authority authority, the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Loan Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Loan Agreement), any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent Beneficiary may reasonably request following during the occurrence existence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Loan Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative AgentBeneficiary, however, may, at any time following a during the existence of an Event of Default of the nature set forth in Section 8.1.9 6.1.8 of the Credit Loan Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent Beneficiary of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default Beneficiary during the existence of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent Beneficiary of any amounts due or to become due thereunder. (b) Following a Default In the exercise of the nature set forth power detailed in Section 8.1.9 of the Credit Agreement or an Event of Defaultsubparagraph (a), the Administrative Agent Beneficiary is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative AgentBeneficiary, representing any payment on or other proceeds of any of the CollateralCollateral and, thereupon, the amount of such item will be applied to reduce the Obligations.

Appears in 1 contract

Samples: Security Agreement (Nastech Pharmaceutical Co Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultSubject to CLAUSE (b), and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Specified Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at . (b) At any time following the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultSpecified Event, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, the Administrative Agent may (i) revoke any or all of the rights of the Grantor set forth in CLAUSE (a), (ii) notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and (iii) enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. . (c) Upon request of the Administrative Agent following the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultSpecified Event, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (bd) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, The Grantor hereby authorizes the Administrative Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (Commemorative Brands Inc)

As to Collateral. (a) Until the occurrence and continuance Subject to clause (b) of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Defaultthis Section, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Collateral Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Specified Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at . (b) At any time following the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultSpecified Event, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, the Collateral Agent may (i) revoke any or all of the rights of the Grantor set forth in clause (a), (ii) notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder and (iii) enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. . (c) Upon request of the Administrative Collateral Agent following the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultSpecified Event, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder. (bd) Following a Default of The Grantor hereby authorizes the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Collateral Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Collateral Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Borrower Pledge and Security Agreement (Ironton Iron Inc)

As to Collateral. (a) Until such time (during the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time ) as the Administrative Agent shall notify the Grantor of the revocation of such the power and authority granted by this Section 4.1.3 (a) the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, maymay (subject to Section 7.2.6 of the Credit Agreement), at any time following a Default during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of Agent, the nature set forth in Grantor will (subject to Section 8.1.9 7.2.6 of the Credit Agreement or an Event of Default, the Grantor willAgreement), at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default The Administrative Agent is authorized, during the continuation of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral. (c) The Grantor will not change its Federal Employer Identification Number unless the Grantor notifies the Administrative Agent of any change in writing at least 30 days prior to the date of such change and executes such additional security agreements and financing statements as may be reasonably requested by the Administrative Agent.

Appears in 1 contract

Samples: Security Agreement (Key Components LLC)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Term Loan Agreement or an Event of Default, and such time as the Administrative Agent shall notify the such Grantor of the revocation of such power and authority the each Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Term Loan Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Term Loan Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following a Default of the nature set forth in Section 8.1.9 of the Credit Term Loan Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 of the Credit Term Loan Agreement or an Event of Default, the each Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the The Administrative Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Security Agreement (Jorgensen Earle M Co /De/)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the such Grantor of the revocation of such power and authority the such Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), any raw materials, work in process or materials normally held by the such Grantor for such purpose, (iipurpose,(ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the The Administrative Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Credit Agreement (Titan Corp)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the such Grantor of the revocation of such power and authority (which notice may not be given unless there shall have occurred and be continuing a Default of the nature set forth in clause (b), (c), or (d) of Section 8.1.9 of the Credit Agreement with respect to any Obligor (other than any immaterial Subsidiary) or any other Event of Default), such Grantor (i) may may, in the ordinary course of its business (except as otherwise permitted under accordance with the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purposeInventory, and use and consume, in the ordinary course of its business (except as otherwise permitted under accordance with the Credit Agreement), any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateralmaterials. The Administrative Agent, however, may, at any time following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any such revocation of such power and authority or the maturity of any of the Obligationsauthority, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following (which request may not be made unless there shall have occurred and be continuing a Default of the nature set forth in clause (b), (c), or (d) of Section 8.1.9 of the Credit Agreement with respect to any Obligor (other than any immaterial Subsidiary) or an any other Event of Default), the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Credit Agreement (Wilson Greatbatch Technologies Inc)

As to Collateral. (a) Until Unless otherwise restricted by the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultCombined Loan Documents, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the each Grantor (i) may in the ordinary course of its business (except or as otherwise permitted under the Credit Agreement)Loan Documents, at its own expense, sell, transfer, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for Collateral of such purposeGrantor, and sell, transfer, use and consume, in the ordinary course of its business (except or as otherwise permitted under the Credit Agreement)Loan Documents, any raw materials, work in process or materials normally held by the Grantor for such purposeGrantor, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the CollateralCollateral held by such Grantor in accordance with its customary business practices or as otherwise permitted by the Loan Documents, including and, upon the taking occurrence and during the continuance of an Event of Default, will take such action with respect to such collection as the Administrative Collateral Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)and in accordance with its customary business practices, to any party Person obligated on any of the Collateral, any rebate, refund or allowance to which such party Person may be lawfully entitled, and may accept, in connection therewith, the return of goods, goods the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following a Default Upon the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before the Collateral Agent may, upon prior or after concurrent written notice to any revocation of such power and authority or the maturity of any of the ObligationsGrantor, notify any parties Person obligated on any of the Collateral of such Grantor to make payment to the Administrative Collateral Agent for deposit to the Collateral Account of any amounts due or to become due thereunder and enforce collection of any of the Collateral of such Grantor by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Each Grantor will, at its own expense, upon the occurrence and during the continuance of an Event of Default and the written request of the Collateral Agent, notify any parties Person obligated on any of the Collateral of such Grantor to make payment to the Administrative Collateral Agent for deposit to the Collateral Account of any amounts due or to become due thereunder. (b) Following a Default Upon the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Collateral Agent is authorized to endorse, in the name of the any Grantor, any item, howsoever received by the Administrative Collateral Agent, representing any payment on or other proceeds of any of the Collateral. (c) Each Grantor will cause all Indebtedness of the Borrower or any Subsidiary that is owing to such Grantor (other than any such Indebtedness of any MLP Subsidiary in the form of advances that do not constitute obligations for borrowed money) to be evidenced by a promissory note (which shall be in form and substance satisfactory to the Borrower) that is pledged and delivered to the Collateral Agent (or its agent or xxxxxx), together with undated instruments of transfer with respect thereto endorsed in blank.

Appears in 1 contract

Samples: Security Agreement (Quicksilver Resources Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, Default shall have occurred and such time as be continuing and the Administrative Agent Secured Party shall notify have notified the Grantor of the revocation of such power and authority authority, the Grantor (i) may in the ordinary course of its business (except as otherwise permitted to the extent prohibited under the any Credit AgreementDocument), at its own expense, refine, process, store, transport, sell, lease or furnish under the contracts of service any of the Inventory or Equipment normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted to the extent prohibited under the any Credit AgreementDocument), any raw materialsInventory or Equipment, including work in process or materials normally held by the Grantor for such purposepurpose and including the use or installation thereof on Flight Equipment, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent Secured Party may reasonably request following the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted to the extent prohibited under the any Credit AgreementDocument), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral; (iv) may sell or otherwise transfer Collateral in accordance with the terms and conditions of the Reimbursement Agreement and (v) may lease any of the Collateral. The Administrative AgentSecured Party, however, may, at any time following the occurrence and during the continuance of a Specified Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent Secured Party of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent Secured Party following the occurrence and during the continuance of a Specified Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral Collateral, to make payment to the Administrative Agent Secured Party of any amounts due or to become due thereunder. (b) Following the occurrence and during the continuance of a Specified Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent Secured Party is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative AgentSecured Party, representing any payment on or other proceeds of any of the Collateral. (c) The Grantor will not, except upon thirty (30) days’ prior written notice to the Secured Party and delivery to the Secured Party of (a) all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Secured Party to maintain the validity, perfection and priority of the security interests granted hereunder and (b) if applicable, a written supplement to the Schedules of this Pledge and Security Agreement: (i) change its jurisdiction of organization or the location of its chief executive office from that identified on Item A of Schedule II; or (ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Secured Party in connection with this Pledge and Security Agreement would become seriously misleading. (d) The Grantor will not transfer or dispose of any Collateral other than transfers of Inventory or Equipment in the ordinary course of business and as otherwise permitted under this Pledge and Security Agreement, and will not directly or indirectly create, incur, assume or suffer to exist any lien, security interest, charge or encumbrance on or with respect to any part or all of the Collateral, title thereto or any interest therein, except any Permitted Collateral Liens. The Grantor, at its own expense, will discharge or cause to be discharged any such Lien other than a Permitted Collateral Lien. (e) The Grantor shall promptly notify the Secured Party, in writing, of: (a) any Lien (other than Permitted Collateral Liens) on any of the Collateral which would adversely affect the ability of the Secured Party to exercise any of its remedies hereunder or (b) the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interest granted hereunder.

Appears in 1 contract

Samples: Pledge and Security Agreement (Airtran Holdings Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 901(d) or (e) of the Credit Agreement Indenture or an Event of Default, and such time as the Administrative Agent Trustee shall notify the such Grantor of the revocation of such power and authority the each Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent Trustee may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 901(d) or (e) of the Credit Agreement Indenture or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit AgreementIndenture), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative AgentTrustee, however, may, at any time following a Default of the nature set forth in Section 8.1.9 901(d) or (e) of the Credit Agreement Indenture or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent Trustee of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent Trustee following a Default of the nature set forth in Section 8.1.9 901(d) or (e) of the Credit Agreement Indenture or an Event of Default, the each Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent Trustee of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Security Agreement (Jorgensen Earle M Co /De/)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the such Grantor of the revocation of such power and authority the such Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Credit Agreement (Dri I Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Priority Lien Event of Default, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the Default each Grantor (i) may in the ordinary course of its business (except or as otherwise permitted under the Credit AgreementPriority Lien Documents), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except or as otherwise permitted under the Credit AgreementPriority Lien Documents), any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent Collateral Trustee may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Priority Lien Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit AgreementPriority Lien Documents), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative AgentCollateral Trustee, however, may, but shall not be obligated to, at any time following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Priority Lien Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Priority Lien Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent Collateral Trustee of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby, subject to the terms of the Collateral Trust Agreement. Upon request of the Administrative Agent Collateral Trustee following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Priority Lien Event of Default, the each Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent Collateral Trustee of any amounts due or to become due thereunder, subject to the terms of the Collateral Trust Agreement. (b) Following At any time after a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Priority Lien Event of DefaultDefault exists, the Administrative Agent Collateral Trustee is authorized to endorse, in the name of the any Grantor, any item, howsoever received by the Administrative AgentCollateral Trustee, representing any payment on or other proceeds Proceeds of any of the Collateral, subject to the terms of the Collateral Trust Agreement.

Appears in 1 contract

Samples: Security Agreement (Satelites Mexicanos Sa De Cv)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in clauses (a) through (d) of Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority authority, the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, process, store, transport, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in clauses (a) through (d) of Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement), to any party obligated on any of the Collateral (other than Cash Collateral), any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following a Default of the nature set forth in clauses (a) through (d) of Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in clauses (a) through (d) of Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral. (c) Subject to Section 4.4(c), the Grantor shall have the right to receive and retain all cash and cash equivalent proceeds of Collateral (other than Cash Collateral) to be applied as permitted by the Loan Documents.

Appears in 1 contract

Samples: Borrower Security and Pledge Agreement (Nextel Partners Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultSpecified Event, and such time during any period that the Credit Agreement is not in effect, as the Administrative Collateral Agent shall notify the such Grantor of the revocation of such power and authority the such Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit AgreementIndenture), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit AgreementIndenture), any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Collateral Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Specified Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit AgreementIndenture), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Collateral Agent, however, may, at any time following a Default of the nature set forth in Section 8.1.9 of Specified Event during any period that the Credit Agreement or an Event of Defaultis not in effect, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Collateral Agent following a Default of the nature set forth in Section 8.1.9 of Specified Event during any period that the Credit Agreement or an Event of Defaultis not in effect, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of Specified Event during any period that the Credit Agreement or an Event of Defaultis not in effect, the Administrative Collateral Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Collateral Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Security Agreement (Golfsmith International Holdings Inc)

As to Collateral. (a) Until the occurrence and continuance Subject to clause (b) of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Defaultthis Section, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Specified Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at . (b) At any time following the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultSpecified Event, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, the Administrative Agent may (i) revoke any or all of the rights of the Grantor set forth in clause (a), (ii) notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and (iii) enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. . (c) Upon request of the Administrative Agent following the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultSpecified Event, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (bd) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, The Grantor hereby authorizes the Administrative Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Credit Agreement (United Surgical Partners International Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the Grantor Company of the revocation of such power and authority authority, which notice may be given by the Grantor Administrative Agent at any time if an Event of Default has occurred and is continuing, Company (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when duedue in accordance with its customary practices, all amounts due with respect to any of the Company Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor Company may deem advisable, and (iiiii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Company Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such CollateralCompany Collateral and may extend or otherwise modify any Receivable. The Administrative Agent, however, may, at any time following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or time, after an Event of Default, whether before or after any revocation of such power Default has occurred and authority or the maturity of any of the Obligationsis continuing, notify any parties obligated on any of the Company Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Company Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultAgent, the Grantor Company will, at its own expense, notify any parties obligated on any of the Company Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or . After an Event of DefaultDefault has occurred and is continuing, the Administrative Agent is authorized to endorse, in the name of the GrantorCompany, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Company Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (Check Mart of New Mexico Inc)

As to Collateral. (a) Until such time (during the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time ) as the Administrative Agent shall notify the such Grantor of the revocation of such the power and authority the granted by this Section 4.1.3 (a) such Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, maymay (subject to Section 7.2.6 of the Credit Agreement), at any time following a Default during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Agent, such Grantor will (subject to Section 8.1.9 7.2.6 of the Credit Agreement or an Event of Default, the Grantor willAgreement), at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default The Administrative Agent is authorized, during the continuation of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral. (c) Such Grantor will not change its Federal Employer Identification Number unless the Grantor notifies the Administrative Agent of any change in writing at least 30 days prior to the date of such change and executes such additional security agreements and financing statements as may be reasonably requested by the Administrative Agent.

Appears in 1 contract

Samples: Guarantor Security Agreement (Key Components LLC)

As to Collateral. (a) Until the occurrence and continuance Subject to clause (b) of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Defaultthis Section, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at . (b) At any time following a Default the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, the Administrative Agent may (i) revoke any or all of the rights of the Grantor set forth in clause (a), (ii) notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and (iii) enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. . (c) Upon request of the Administrative Agent following a Default the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (bd) Following a Default At any time following the occurrence and during the continuation of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent is authorized to may endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Borrower Pledge and Security Agreement (Reddy Ice Holdings Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Collateral Agent shall notify the such Grantor of the revocation of such power and authority the authority, such Grantor (i) may in the ordinary course of its business (except as otherwise permitted to the extent prohibited under the Credit Agreement), any Indenture Document) at its own expense, refine, process, store, transport, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted to the extent prohibited under the Credit AgreementIndenture or any other Indenture Document), any raw materials, including work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Collateral Agent may reasonably request following upon the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted to the extent prohibited under the Credit Agreementany Indenture Document), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goodsGoods, the sale or lease of which shall have given rise to such Collateral, and (iv) may issue licenses to third-parties with respect to Trademarks, Patents, Copyrights, and Trade Secrets in the ordinary course of business. The Administrative Collateral Agent, however, may, at any time following a Default upon the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default Collateral Agent, subject with respect to any Collateral constituting Second Lien Collateral, to the terms of the nature set forth in Section 8.1.9 Intercreditor Agreement, upon the occurrence and during the continuance of the Credit Agreement or an Event of Default, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder. (b) Following a Default the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Collateral Agent is shall be authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Collateral Agent, representing any payment on or other proceeds Proceeds of any of the Collateral.

Appears in 1 contract

Samples: Security Agreement (Sterling Chemicals Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Collateral Agent shall notify have notified the Grantor of the revocation of such power and authority authority, the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Collateral Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent; provided, however, may, at any time following a Default that such power and authority granted in the preceding sentence shall not be revoked prior to the occurrence of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default. The Collateral Agent however, at any time, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent for deposit to the Collateral Account of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the The Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent for deposit to the Collateral Account of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative The Collateral Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Collateral Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Security Agreement (National Energy Group Inc)

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As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in clause (f) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default, and such time as the Administrative Collateral Agent shall notify the such Grantor of the revocation of such power and authority the such Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit AgreementIndenture), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit AgreementIndenture), any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Collateral Agent may reasonably request following the occurrence of a Default of the nature set forth in clause (f) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted prohibited under the Credit AgreementIndenture), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Collateral Agent, however, may, at any time following a Default of the nature set forth in clause (f) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default, and whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Collateral Agent following a Default of the nature set forth in clause (f) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in clause (f) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default, and the Administrative Collateral Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Collateral Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (New World Restaurant Group Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Facility Agent shall notify the Grantor of the revocation of such power and authority the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Facility Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Facility Agent, however, may, at any time following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any giving the Grantor notice of the revocation of such power and authority (whether before or after the maturity of any of the Obligations), notify any parties obligated on any of the Collateral to make payment to the Administrative Facility Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Facility Agent following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Facility Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative The Facility Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Facility Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Credit Agreement (Dayton Superior Corp)

As to Collateral. (a) Until the occurrence and continuance Subject to clause (b) of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Defaultthis Section, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the each Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Collateral Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Specified Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at . (b) At any time following the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultSpecified Event, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, the Collateral Agent may (i) revoke any or all of the rights of any Grantor set forth in clause (a), (ii) notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder and (iii) enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. . (c) Upon request of the Administrative Collateral Agent following the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultSpecified Event, the each Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder. (bd) Following a Default of Each Grantor hereby authorizes the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Collateral Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Collateral Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Subsidiary Pledge and Security Agreement (Ironton Iron Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in clauses (a) through (d) of Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the such Grantor of the revocation of such power and authority the authority, such Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, refine, process, store, transport, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in clauses (a) through (d) of Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following a Default of the nature set forth in clauses (a) through (d) of Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in clauses (a) through (d) of Section 8.1.9 of the Credit Agreement or an Event of Default, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral Collateral, to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in clauses (a) through (d) of Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral. (c) Subject to Section 4.4(c), such Grantor shall have the right to receive and retain all cash and cash equivalent proceeds of Collateral to be applied as permitted by the Loan Documents.

Appears in 1 contract

Samples: Subsidiary Security and Pledge Agreement (Nextel Partners Inc)

As to Collateral. (a) Until the occurrence and continuance Subject to clause (b) of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Defaultthis Section, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the each Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Collateral Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund refund, or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at . (b) At any time following a Default the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, the Collateral Agent may (i) revoke any or all of the rights of each Grantor set forth in clause (a), (ii) notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder and (iii) enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. . (c) Upon request of the Administrative Collateral Agent following a Default the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the each Grantor will, at its own expense, expense notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder. (bd) Following a Default At any time following the occurrence and during the continuation of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Collateral Agent is authorized to may endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Collateral Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: First Lien Notes Pledge and Security Agreement (Reddy Ice Holdings Inc)

As to Collateral. (a) Until the occurrence and continuance Subject to clause (b) of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Defaultthis Section, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the each Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund refund, or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at . (b) At any time following a Default the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, the Administrative Agent may (i) revoke any or all of the rights of each Grantor set forth in clause (a), (ii) notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and (iii) enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. . (c) Upon request of the Administrative Agent following a Default the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the each Grantor will, at its own expense, expense notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (bd) Following a Default At any time following the occurrence and during the continuation of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent is authorized to may endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (Reddy Ice Holdings Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in clause (7) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default, and such time as the Administrative Collateral Agent shall notify the such Grantor of the revocation of such power and authority the such Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit AgreementIndenture), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit AgreementIndenture), any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Collateral Agent may reasonably request following the occurrence of a Default of the nature set forth in clause (7) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted prohibited under the Credit AgreementIndenture), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Collateral Agent, however, may, at any time following a Default of the nature set forth in clause (7) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Collateral Agent following a Default of the nature set forth in clause (f) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in clause (7) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default, the Administrative Collateral Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Collateral Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (American Rock Salt Co LLC)

As to Collateral. (a) Until the occurrence and continuance Subject to clause (b) of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Defaultthis Section, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the each Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Perfection Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Specified Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at . (b) At any time following the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultSpecified Event, whether before or after the Discharge of the Second Priority Claims, the Perfection Agent may (i) revoke any revocation or all of such power and authority or the maturity rights of any of the ObligationsGrantor set forth in clause (a), (ii) notify any parties obligated on any of the Collateral to make payment to the Administrative Perfection Agent of any amounts due or to become due thereunder and (iii) enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. . (c) Upon request of the Administrative Perfection Agent following the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultSpecified Event, the each Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Perfection Agent of any amounts due or to become due thereunder. (bd) Following the occurrence and during the continuation of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultSpecified Event, the Administrative Perfection Agent is authorized to endorse, in the name of the any Grantor, any item, howsoever received by the Administrative Perfection Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Security Agreement (Eschelon Telecom Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent Chase shall notify the such Grantor of the revocation of such power and authority the authority, such Grantor (i) may in the ordinary course of its business (except as otherwise permitted to the extent prohibited under the Credit Agreement), any Loan Document) at its own expense, refine, process, store, transport, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted to the extent prohibited under the Credit AgreementAgreement or any other Loan Document), any raw materials, including work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent Chase may reasonably request following upon the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted to the extent prohibited under the Credit Agreementany Loan Document), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goodsGoods, the sale or lease of which shall have given rise to such Collateral, and (iv) may issue licenses to third-parties with respect to Trademarks, Patents, Copyrights, and Trade Secrets in the ordinary course of business. The Administrative AgentChase, however, may, at any time following a Default upon the occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent Chase of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of Chase, upon the Administrative Agent following a Default occurrence and during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent Chase of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent Chase is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative AgentChase, representing any payment on or other proceeds Proceeds of any of the Collateral.

Appears in 1 contract

Samples: Security Agreement (Sterling Chemicals Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Specified Default, and such time as the Administrative Agent shall notify the such Grantor of the revocation of such power and authority the such Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Specified Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Specified Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Specified Default, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Specified Default, the Administrative Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Security and Pledge Agreement (World Almanac Education Group Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement Term Loan Agreement, a Default of the nature set forth in Clause 10 or 11 of Section 501 of the Senior Secured Note Indenture or an Event of Default, and such time as the Administrative Collateral Agent shall notify the Grantor of the revocation of such power and authority authority, the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Intercreditor Agreement), any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor endeavour to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Collateral Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement Term Loan Agreement, a Default of the nature set forth in Clause 10 or 11 of Section 501 of the Senior Secured Note Indenture or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iiiadvisable,(iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Intercreditor Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, howeverand (iv) may commercially exploit the Intellectual Property Collateral, maydefend it, at any time following a Default of the nature set forth enforce its rights in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, notify any it against third parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder.and (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative The Collateral Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Collateral Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Subsidiary Security Agreement (Pci Carolina Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 9.1(i) of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), any raw materials, work in process or materials normally held by the Grantor for such purpose, (iipurpose,(ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 9.1(i) of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following a Default of the nature set forth in Section 8.1.9 9.1(i) of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 9.1(i) of the Credit Agreement or an Event of Default, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the The Administrative Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Titan Corp)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in clause (6) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default, and such time as the Administrative Collateral Agent shall notify the such Grantor of the revocation of such power and authority the such Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit AgreementIndenture), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit AgreementIndenture), any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Collateral Agent may reasonably request following the occurrence of a Default of the nature set forth in clause (6) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted prohibited under the Credit AgreementIndenture), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Collateral Agent, however, may, at any time following a Default of the nature set forth in clause (6) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Collateral Agent following a Default of the nature set forth in clause (6) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in clause (6) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default, the Administrative Collateral Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Collateral Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (Telex Communications International LTD)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the The Administrative Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Credit Agreement (Titan Corp)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in clause (f) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default, and such time as the Administrative Collateral Agent shall notify the such Grantor of the revocation of such power and authority the such Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit AgreementIndenture), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit AgreementIndenture), any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Collateral Agent may reasonably request following the occurrence of a Default of the nature set forth in clause (f) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit AgreementIndenture), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Collateral Agent, however, may, at any time following a Default of the nature set forth in clause (f) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Collateral Agent following a Default of the nature set forth in clause (f) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Collateral Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in clause (f) of Section 8.1.9 6.01 of the Credit Agreement Indenture or an Event of Default, the Administrative Collateral Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Collateral Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Pledge and Security Agreement (New World Coffee Manhattan Bagel Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the such Grantor of the revocation of such power and authority the such Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Facility Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Facility Agent, however, may, at any time following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any giving the Grantor notice of the revocation of such power and authority (whether before or after the maturity of any of the Secured Obligations), notify any parties obligated on any of the Collateral to make payment to the Administrative Facility Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Facility Agent following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Facility Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative The Facility Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Facility Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Credit Agreement (Dayton Superior Corp)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 9.1(i) of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 9.1(i) of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following a Default of the nature set forth in Section 8.1.9 9.1(i) of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 9.1(i) of the Credit Agreement or an Event of Default, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the The Administrative Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Security Agreement (Titan Corp)

As to Collateral. (a1) Until both (i) the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 10.1.9 of the Credit Agreement or an Event of Default, and (ii) such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the Grantor (iA) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service or otherwise transfer any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement), any raw materials, work in process or materials normally held by the Grantor for such purpose, (iiB) subject to the terms of any documentation governing any Permitted Receivables Transaction, will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 10.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iiic) subject to the terms of any documentation governing any Permitted Receivables Transaction, may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at any time following a Default of the nature set forth in Section 8.1.9 10.1.9 of the Credit Agreement or an Event of Default, whether before or after any notice of revocation of such power and authority or the maturity of any of the Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of the nature set forth in Section 8.1.9 10.1.9 of the Credit Agreement or an Event of Default, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b2) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative The Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the CollateralCollateral for application pursuant to SECTION 6.1.

Appears in 1 contract

Samples: Security Agreement (Leiner Health Products Inc)

As to Collateral. (a) Until such time (during the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time ) as the Administrative Agent shall notify the Grantor of the revocation of such the power and authority granted by this Section 4.1.3 (a) the Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, maymay [(subject to Section 7.2.6 of the Credit Agreement)], at any time following a Default during the continuance of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following a Default of Agent, the nature set forth in Grantor will [(subject to Section 8.1.9 7.2.6 of the Credit Agreement or an Event of Default, the Grantor willAgreement)], at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default The Agent is authorized, during the continuation of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the Administrative Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral. (c) The Grantor will not change its Federal Employer Identification Number unless the Grantor notifies the Agent of any change in writing at least 30 days prior to the date of such change and executes such additional security agreements and financing statements as may be reasonably requested by the Agent.

Appears in 1 contract

Samples: Security Agreement (Key Components Finance Corp)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority (which notice may not be given unless there shall have occurred and be continuing a Default of the nature set forth in clause (b), (c) or (d) of Section 8.1.9 of the Credit Agreement with respect to any Obligor (other than an immaterial Subsidiary) or any other Event of Default), the Grantor (i) may may, in the ordinary course of its business (except as otherwise permitted under accordance with the Credit Agreement), at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purposeInventory, and use and consume, in the ordinary course of its business (except as otherwise permitted under accordance with the Credit Agreement), any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement), to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateralmaterials. The Administrative Agent, however, may, at any time following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, whether before or after any such revocation of such power and authority or the maturity of any of the Obligationsauthority, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent following (which request may not be made unless there shall have occurred and be continuing a Default of the nature set forth in clause (b), (c) or (d) of Section 8.1.9 of the Credit Agreement with respect to any Obligor (other than an immaterial Subsidiary) or an any other Event of Default), the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, the The Administrative Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Credit Agreement (Wilson Greatbatch Technologies Inc)

As to Collateral. (a) Until the occurrence and continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultSubject to CLAUSE (b), and such time as the Administrative Agent shall notify the Grantor of the revocation of such power and authority the each Grantor (i) may in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business (except as otherwise permitted under the Credit Agreement)business, any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request following the occurrence of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Specified Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business (except as otherwise permitted under the Credit Agreement)business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at . (b) At any time following the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultSpecified Event, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, the Administrative Agent may (i) revoke any or all of the rights of each Grantor set forth in CLAUSE (a), (ii) notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and (iii) enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. . (c) Upon request of the Administrative Agent following the occurrence and during the continuance of a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of DefaultSpecified Event, the each Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (bd) Following a Default of the nature set forth in Section 8.1.9 of the Credit Agreement or an Event of Default, Each Grantor hereby authorizes the Administrative Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral.

Appears in 1 contract

Samples: Subsidiary Pledge and Security Agreement (Commemorative Brands Inc)

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