As to Receivables. (a) The Grantor shall keep its place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced Receivables, located at the address(es) set forth in Item D of Schedule I hereto, or, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1. (b) Upon written notice by the Collateral Agent to the Grantor pursuant to this Section 4.1.2(b), all proceeds of Collateral received by the Grantor shall be delivered in kind to the Collateral Agent for deposit to a deposit account (the "Collateral Account") of the Grantor maintained with the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Default. (c) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or to the payment of any Secured Obligations at any time that an Event of Default shall exist.
Appears in 8 contracts
Samples: Security Agreement (Foamex Fibers Inc), Subsidiary Security Agreement (Foamex Fibers Inc), Subsidiary Security Agreement (Foamex Fibers Inc)
As to Receivables. (a) The Grantor shall keep its place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper Tangible Chattel Paper which evidenced Receivables, located at the address(es) set forth in Item D of Schedule I hereto, or, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; hold and preserve such records and chattel paperTangible Chattel Paper; and permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paperany Chattel Paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1.
(b) Upon written notice by the Collateral Agent to the Grantor pursuant to this Section 4.1.2(b), all proceeds of Collateral received by the Grantor shall be delivered in kind to the Collateral Agent for deposit to a deposit account (the "Collateral Account") of the Grantor maintained with the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Default.
(c) Subject to the terms of the Senior Note Intercreditor Agreement, the The Collateral Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or to the payment of any Secured Obligations at any time that an Event of Default shall exist.
Appears in 6 contracts
Samples: Security Agreement (Foamex International Inc), Subsidiary Security Agreement (Foamex International Inc), Subsidiary Security Agreement (Foamex International Inc)
As to Receivables. (a) The Grantor shall keep its place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced evidences Receivables, located at the address(es) set forth in Item D of Schedule I hereto, or, upon 30 days' prior written notice to the Collateral Administrative Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 4.8 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Administrative Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Administrative Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Administrative Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Administrative Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.13.2.
(b) Upon written notice by the Collateral Administrative Agent to the Grantor pursuant to this Section 4.1.2(b4.3(b), all proceeds of Collateral received by the Grantor shall be delivered in kind to the Collateral Administrative Agent for deposit to a deposit account (the "Collateral Account") of the Grantor maintained with the Collateral Administrative Agent, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Administrative Agent until delivery thereof is made to the Collateral Administrative Agent. The Collateral Administrative Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) 8.1.9 of the Credit Agreement or an Event of Default.
(c) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral The Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or to the payment of any Secured Obligations at any time that an Event of Default shall exist.
Appears in 5 contracts
Samples: Credit Agreement (Dri I Inc), Borrower Security Agreement (Dri I Inc), Borrower Security Agreement (Dri I Inc)
As to Receivables. (a) The Grantor shall keep its place(s) have the right to collect all Receivables so long as no Event of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced Receivables, located at the address(es) set forth in Item D of Schedule I hereto, or, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 Default shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; hold occurred and preserve such records and chattel paper; and permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1continuing.
(b) Upon (i) the occurrence and continuance of an Event of Default and (ii) the delivery of written notice by the Collateral Administrative Agent to the Grantor pursuant to this Section 4.1.2(b)Grantor, all proceeds of Receivables constituting Collateral received by the Grantor shall be delivered in kind to the Collateral Administrative Agent for deposit to a deposit account (the "Collateral Account") of the Grantor maintained with the Collateral Administrative Agent, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Administrative Agent until delivery thereof is made to the Collateral Administrative Agent. The Collateral Agent will not give the notice referred to ; provided that any amounts remaining in the preceding sentence unless there shall have occurred Collateral Account which were received and deposited pursuant to this clause (b) are to be continuing a Default of returned to the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Grantor if such Event of DefaultDefault is cured or otherwise ceases and there is no longer any Event of Default that is continuing.
(c) Subject Following the delivery of notice pursuant to the terms clause (b)(ii) of the Senior Note Intercreditor Agreementthis Section and so long as an Event of Default is continuing, the Collateral Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or payable.
(d) With respect to the payment Collateral Account, it is hereby confirmed and agreed that (i) deposits in each Collateral Account are subject to a security interest as contemplated hereby, (ii) each such Collateral Account shall be under the sole dominion and control of any Secured Obligations at any time that an Event the Administrative Agent and (iii) the Administrative Agent shall have the sole right of Default shall existwithdrawal over such Collateral Account.
Appears in 2 contracts
Samples: Borrower Security and Pledge Agreement (Associated Materials Inc), Borrower Security and Pledge Agreement (AMH Holdings, Inc.)
As to Receivables. (a) The Grantor shall keep its place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced Receivables, located at the address(es) set forth locations listed in Item D of on Schedule I hereto, or, upon 30 days' ’ prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 shall have been taken with respect to the Receivables; not change its name except upon 30 days' ’ prior written notice to the Collateral Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered all in accordance with and subject to the Collateral Agent under provisions of Section 7.1.5 of the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1.
(b) Upon written notice by the Collateral Agent to the Grantor pursuant to this Section 4.1.2(b), all proceeds of Collateral received by the Grantor shall be delivered in kind to the Collateral Agent for deposit to a deposit account (the "“Collateral Account"”) of the Grantor maintained with the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Default. No funds, other than proceeds of Collateral, will be deposited in the Collateral Account.
(c) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral The Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or to the payment of any Secured Obligations at any time that an Event of Default shall exist. Subject to the rights of the Agent, the Grantor shall have the right, with respect to and to the extent of collected funds in the Collateral Account, (i) as long as there shall be no Default, to require the Agent to transfer to the Grantor’s general demand deposit account at the Agent any or all of such collected funds and (ii) as long as there shall be an Event of Default which exists and is continuing and after giving effect to any exercise by the Agent of its rights, (A) to require the Agent to transfer to the Grantor’s general demand deposit account at the Agent amounts required to cover checks drawn against that account which shall have been presented for payment at the Agent as of the preceding business day and all wire transfers which the Grantor has directed to be made on the current business day, to the extent such checks and wire transfers are for any purpose which does not violate any provision of any Loan Document and (B) to require the Agent to purchase any Cash Equivalent Investment, provided that, in the case of certificated securities, the Agent will retain possession thereof as Collateral and, in the case of uncertificated securities, the Agent will take such actions, including registration of such securities in its name, as it shall determine is necessary to perfect its security interest therein. The Agent may at any time transfer to the Grantor’s general demand deposit account at the Agent any or all of the collected funds in the Collateral Account; provided, however, that any such transfer shall not be deemed to be a waiver or modification of any of the Agent’s rights under this Section 4.1.2(c).
Appears in 2 contracts
Samples: Credit Agreement (Novamed Inc), Credit Agreement (Novamed Inc)
As to Receivables. The Borrower will, with respect to all of the following property constituting Security Agreement Collateral:
(a) The Grantor shall keep its place(s) chief place of business and chief executive office and the office(s) office where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced evidence Receivables, located at the address(es) set forth location therefor specified in Item D of Schedule I hereto, SECTION 3.1 or, upon 30 thirty (30) days' prior written notice to the Collateral AgentBank, at such other locations in a jurisdiction where locations; PROVIDED, that all actions action required by the first sentence of Section 4.1.7 Bank pursuant to SECTION 4.1 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; taken;
(b) hold and preserve such records and chattel paper; paper and permit representatives of the Collateral Agent Bank at any time during normal business hours to inspect and make abstracts from such records and chattel paperpaper PROVIDED THAT prior to an Event of Default, the foregoing shall occur not more than once in any 3 month period. Unless any Event of Default is continuing and the Bank has instructed the Borrower otherwise, the Borrower shall continue to collect, at its own expense, all amounts due or to become due to the Borrower under the Receivables. In additionconnection with such collections, the Grantor Borrower may take such action as the Borrower may deem necessary or advisable to enforce collection of the Receivables; PROVIDED, HOWEVER, that the Bank shall give have the Collateral Agent a supplement right, at any time during the continuance of any Event of Default, to Schedule I hereto on each date a Compliance Certificate is required to be delivered notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Collateral Agent under the Credit Agreement, which shall set forth any changes Bank and to direct such account debtors or obligors to make payment of all amounts due or to become due to the information set forth Borrower thereunder directly to the Bank and, upon such notification and at the expense of the Borrower, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in Section 3.1.1.
(b) Upon written notice the same manner and to the same extent as the Borrower might have done. During the continuance of any Default or Event of Default and after receipt by the Collateral Agent Borrower of notice from the Bank instructing the Borrower to comply with the Grantor pursuant to following provisions of this Section 4.1.2(b), SECTION 4.4(B): (i) all amounts and proceeds of Collateral (including any instruments) received by the Grantor Borrower in respect of any Receivables shall be delivered received in kind to the Collateral Agent for deposit to a deposit account (the "Collateral Account") of the Grantor maintained with the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent until delivery thereof is made Bank hereunder, shall be segregated from other funds of the Borrower, and shall be forthwith paid over to the Collateral Agent. The Collateral Agent will not give the notice referred to Bank in the preceding sentence unless there shall have occurred same form as so received (with any necessary endorsements) to be held as cash collateral and be continuing a Default applied in accordance with SECTION 5.2; and (ii) the Borrower will not, without the consent of the nature set forth in Section 11.01(f) Bank, adjust, settle, or 11.01(g) of compromise the Credit Agreement amount or an Event of Default.
(c) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demandReceivable, or to the payment of release wholly or partly any Secured Obligations at account debtor or obligor thereof, or allow any time that an Event of Default shall existcredit or discount thereon.
Appears in 2 contracts
Samples: Loan Agreement (Aspect Medical Systems Inc), Loan Agreement (Aspect Medical Systems Inc)
As to Receivables. (a) The Grantor Ramtron shall keep its place(s) chief place of business and chief executive office and the office(s) office where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced evidence Receivables, located at the address(esas specified in Section 4(b) set forth in Item D of Schedule I hereto, or, upon 30 days' days prior written notice to the Collateral AgentInfineon, at such other locations in a jurisdiction where all actions action required by the first sentence of Section 4.1.7 5 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; . Ramtron will hold and preserve such records and chattel paper; paper and will permit representatives of the Collateral Agent Infineon at any time during normal business hours to inspect and make copies of and abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1.
(b) Upon written notice by the Collateral Agent Ramtron agrees to make clear and suitable entries and notations on Ramtron's books and records, which shall reflect all facts giving rise to the Grantor pursuant to this Section 4.1.2(bReceivables (and in such a case where the Receivables arise by reason of a sale or delivery of merchandise, such notation shall clearly reflect the absolute sale of such merchandise), all proceeds of Collateral received by the Grantor shall be delivered in kind payments, credits and adjustments applicable to the Collateral Agent for deposit Receivables and the security interest of Infineon. Any agent of Infineon shall have the right to call at Ramtron's place of business and, without hindrance or delay, inspect, examine, audit and check and make abstracts from the books, records, receipts, correspondence, memoranda and other papers or data of Ramtron. If Infineon, in the exercise of its reasonable judgment after consultation with Ramtron, determines that it has a deposit account (valid concern about the "Collateral Account") status or collectability of any of the Grantor maintained with Receivables or of Ramtron's performance under this Security Agreement, the Collateral AgentSecurities Purchase Agreement or the Debenture, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there Infineon shall have occurred the right to verify by mail, phone or otherwise all or part of all Receivables in its own name or otherwise and be continuing Ramtron will provide any and all information necessary to accomplish Infineon's verification. Ramtron agrees at all times to maintain a Default complete set of the nature set forth in Section 11.01(f) or 11.01(g) books and records, containing up to date posting of the Credit Agreement or an Event all Ramtron's cash and accrual transactions of Defaultwhatsoever nature.
(c) Subject to If Infineon, in the terms exercise of its reasonable judgment after consultation with Ramtron, determines that it has a valid concern about the status or collectability of any of the Senior Note Intercreditor Receivables or of Ramtron's performance under this Security Agreement, the Collateral Agent Securities Purchase Agreement or the Debenture, Infineon may notify account debtors on any Receivables that the Receivables have been assigned to Infineon.
(d) Ramtron shall have not, without the right express written consent of Infineon, release, compromise or adjust any Receivable, or any guaranty, security or lien therefore, or grant any discounts, allowances or credits thereon, or bring any suit to apply any amount enforce payment thereof, other than in the Collateral Account to the payment ordinary course of any Secured Obligations which are due and payable or payable upon demand, or to the payment of any Secured Obligations at any time that an Event of Default shall existbusiness consistent with past practices.
Appears in 2 contracts
Samples: Security Agreement (Infineon Technologies Ag), Security Agreement (Ramtron International Corp)
As to Receivables. (a) The Each Grantor shall keep its place(s) have the right to collect all Receivables so long as no Event of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced Receivables, located at the address(es) set forth in Item D of Schedule I hereto, or, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 Default shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; hold occurred and preserve such records and chattel paper; and permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1continuing.
(b) Upon (i) the occurrence and continuance of an Event of Default and (ii) the delivery of written notice by the Collateral Administrative Agent to the Grantor pursuant to this Section 4.1.2(b)each Grantor, all proceeds of Receivables constituting Collateral received by the such Grantor shall be delivered in kind to the Collateral Administrative Agent for deposit to a deposit account (the "Collateral Account") of the such Grantor maintained with the Collateral Administrative Agent, and the such Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Administrative Agent until delivery thereof is made to the Collateral Agent. The Collateral Administrative Agent will not give the notice referred to provided that any amounts remaining in the preceding sentence unless there shall have occurred Collateral Account which were received and deposited pursuant to this clause (b) are to be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an returned to such Grantor if such Event of DefaultDefault is cured or otherwise ceases and there is no longer any Event of Default that is continuing.
(c) Subject Following the delivery of notice pursuant to clause (b)(ii) of this Section, and so long as an Event of Default is continuing the terms of the Senior Note Intercreditor Agreement, the Collateral Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or payable.
(d) With respect to the payment Collateral Account, it is hereby confirmed and agreed that (i) deposits in each Collateral Account are subject to a security interest as contemplated hereby, (ii) each such Collateral Account shall be under the sole dominion and control of any Secured Obligations at any time that an Event the Administrative Agent and (iii) the Administrative Agent shall have the sole right of Default shall existwithdrawal over such Collateral Account.
Appears in 2 contracts
Samples: Subsidiary Security and Pledge Agreement (Associated Materials Inc), Subsidiary Security and Pledge Agreement (AMH Holdings, Inc.)
As to Receivables. (a) The Such Grantor shall keep its place(s) of business and chief executive office at the offices set forth on Schedule III of the Credit Agreement and shall keep the office(s) offices where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced evidence Receivables, located at the address(es) addresses set forth in Item D on Schedule III of Schedule I hereto, the Credit Agreement or, upon 30 days' prior written notice to the Collateral Administrative Agent, at such other locations in a jurisdiction where all representations and warranties set forth in Article III shall be true and correct, and all actions required by the first sentence of Section 4.1.7 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Administrative Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Administrative Agent at any time upon reasonable advance notice and during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1.
(b) Upon Such Grantor will direct all obligors under any Receivables to make all payments to one or more bank accounts. Each such bank account will be maintained only if the relevant bank has agreed (by no later than 30 days after the Closing Date) in writing to remit the balance from time to time in the account to the Administrative Agent upon notice from the Administrative Agent that any Default is continuing. No funds, other than proceeds of Collateral, will be paid to any such bank account. None of the Grantors will open any new bank accounts, or terminate any existing bank accounts, except upon 10 days' prior written notice by the Collateral Agent to the Grantor pursuant to this Section 4.1.2(b), all Administrative Agent.
(c) All proceeds of Collateral received by such Grantor shall, upon the Grantor shall request of the Administrative Agent during the continuance of an Event of Default, be delivered in kind to the Collateral Administrative Agent for deposit to a deposit account (the "Collateral Account") of the such Grantor maintained with the Collateral Administrative Agent, and none of the Grantor Grantors shall not commingle any such proceeds, and each Grantor shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Administrative Agent and the other Lender Parties until delivery thereof is made to the Collateral Administrative Agent. The Collateral Agent No funds, other than proceeds of Collateral, will not give the notice referred to be deposited in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of DefaultCollateral Account.
(cd) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral The Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or to the payment of any Secured Obligations at any time that an Event of Default shall exist. Subject to the rights of the Administrative Agent, each Grantor shall have the right, with respect to and to the extent of collected funds in the Collateral Account, (i) as long as there shall be no Default, to require the Administrative Agent to transfer to such Grantor's general demand deposit account at the Administrative Agent any or all of such collected funds and (ii) as long as there shall be a Default and after giving effect to any exercise by the Administrative Agent of its rights, (A) to require the Administrative Agent to transfer to such Grantor's general demand deposit account at the Administrative Agent amounts required to cover checks drawn against that account which shall have been presented for payment at the Administrative Agent as of the preceding business day and all wire transfers which such Grantor has directed to be made on the current business day, to the extent such checks and wire transfers are for any purpose which does not violate any provision of any Loan Document and (B) to require the Administrative Agent to purchase any Cash Equivalent Investment, provided that, in the case of certificated securities, the Administrative Agent will retain possession thereof as Collateral and, in the case of uncertificated securities, the Administrative Agent will take such actions, including registration of such securities in its name, as it shall determine is necessary to perfect its security interest therein. The Administrative Agent may at any time transfer to such Grantor's general demand deposit account at the Administrative Agent any or all of the collected funds in the Collateral Account; provided, however, that any such transfer shall not be deemed to be a waiver or modification of any of the Administrative Agent's rights under this Section 4.1.2(d).
Appears in 1 contract
As to Receivables. (a) The Each Grantor shall keep its place(s) have the right to collect all Receivables so long as no Event of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced Receivables, located at the address(es) set forth in Item D of Schedule I hereto, or, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 Default shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; hold occurred and preserve such records and chattel paper; and permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1continuing.
(b) Upon written (i) the occurrence and continuance of an Event of Default and (ii) the delivery of notice by the Collateral Administrative Agent to the Grantor pursuant to this Section 4.1.2(b)each Grantor, all proceeds Proceeds of Collateral received by the any Grantor shall be delivered in kind to the Collateral Administrative Agent for deposit in a Deposit Account of such Grantor maintained at a depositary bank to which such Grantor, the Administrative Agent and the depositary bank have entered into a deposit Control Agreement in form and substance acceptable to the Administrative Agent in its sole discretion providing that the depositary bank will comply with the instructions originated by the Administrative Agent directing disposition of the funds in the account without further consent by such Grantor (the "any such Deposit Accounts, a “Collateral Account") of ,” and collectively, the Grantor maintained with the “Collateral AgentAccounts”), and the such Grantor shall not commingle any such proceedsProceeds, and shall hold separate and apart from all other property, all such proceeds Proceeds in express trust for the benefit of the Collateral Administrative Agent until delivery thereof is made to the Collateral Administrative Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Default.
(c) Subject Following the delivery of notice pursuant to clause (b)(ii) during the terms continuance of the Senior Note Intercreditor Agreementan Event of Default, the Collateral Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demandin accordance with Section 7.6 of the Credit Agreement.
(d) With respect to each of the Collateral Accounts, or it is hereby confirmed and agreed that (i) deposits in such Collateral Account are subject to a security interest as contemplated hereby, (ii) such Collateral Account shall be under the payment control of any Secured Obligations at any time that the Administrative Agent after the occurrence and during the continuance of an Event of Default (unless otherwise agreed to by the Borrower and the Majority Lenders), and (iii) the Administrative Agent shall existhave the sole right of withdrawal over such Collateral Account; provided that such withdrawals shall only be made during the existence of an Event of Default.
(e) No Grantor shall adjust, settle, or compromise the amount or payment of any Receivable, nor release wholly or partly any account debtor or obligor thereof, nor allow any credit or discount thereon; provided that, a Grantor may make such adjustments, settlements or compromises and release wholly or partly any account debtor or obligor thereof and allow any credit or discounts thereon so long as (i) such action is taken in the ordinary course of business, and (ii) such action is, in such Grantor’s good faith business judgment, advisable.
Appears in 1 contract
As to Receivables. (a) The Such Grantor shall keep its place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced evidences Receivables, located at the address(es) set forth in Item D 3(b) of Schedule I II attached hereto, or, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 4.10 shall have been taken with respect to the Receivables; not change its name or federal taxpayer identification number except upon 30 days' prior written notice to the Collateral Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the each Grantor shall give the Collateral Agent a supplement to Schedule I the Schedules hereto on the last Business Day of each date a Compliance Certificate is required to be delivered March, June, September and December (commencing with the last Business Day of September, 2001) to the Collateral Agent under the Credit Agreement, which shall extent necessary to set forth any changes to the information set forth in Section 3.1.13.4.
(b) Upon written Such Grantor shall have the right to collect all Receivables so long as no Default of the nature set forth in clause (f) of Section 6.01 of the Indenture nor any Event of Default shall have occurred and be continuing; provided, however, that such Grantor agrees to promptly deposit all payments received by such Grantor on account of the Receivables, whether in the form of cash, checks, drafts, notes, bills of exchange, money orders or other like instruments or otherwise, in a Deposit Account in precisely the form in which received (but with any endorsements of such Grantor necessary for deposit or collection).
(c) All proceeds of Collateral received by such Grantor shall be deposited into a Deposit Account of such Grantor, unless, during the occurrence and continuance of an Event of Default, such Grantor is otherwise notified in writing by the Collateral Agent. Following any such notice by the Collateral Agent to the such Grantor pursuant to this Section 4.1.2(b4.4(c), all proceeds of Collateral received by the such Grantor shall be delivered in kind to the Master Deposit Account (which shall be established by the Issuer with the Collateral Agent for if such Deposit Account is not then existing) or any other account or accounts specified by the Collateral Agent. Proceeds of Collateral received by such Grantor shall, prior to deposit to a deposit in the Master Deposit Account or such other account (the "Collateral Account") of the Grantor maintained with or accounts specified by the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold be held separate and apart from from, and not commingled with, all other property, all such proceeds property and in express trust for the benefit of the Collateral Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give Master Deposit Account or such other account or accounts.
(d) Following and during the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default continuance of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Default, such Grantor shall transfer all funds out of each of its Deposit Accounts that is not the Master Deposit Account (other than, in the aggregate, cash or Cash Equivalent Investments in all Deposit Accounts (other than the Master Deposit Account) that do not exceed at any time $10,000) for deposit into the Master Deposit Account at the close of business each day or, if not commercially reasonable to do so, no less frequently than once every five Business Days.
(ce) Subject to the terms of the Senior Note Intercreditor Agreement, the The Collateral Agent shall have the right to apply any amount in each Deposit Account (including the Collateral Account Master Deposit Account) to the payment of any Secured Obligations which are due and payable or payable upon demand, demand or to the payment of any Secured Obligations at any time that an Event of Default shall existhave occurred and be continuing.
(f) With respect to each Deposit Account maintained with the Collateral Agent (including the Master Deposit Account), it is hereby agreed that (i) deposits in each such Deposit Account are subject to a security interest as contemplated hereby, (ii) each such Deposit Account shall be under the sole dominion and control of the Collateral Agent and (iii) the Collateral Agent shall have the sole right of withdrawal over each such Deposit Account; provided, however, that, unless and until the Collateral Agent shall notify the applicable Grantors that an Event of Default shall have occurred and be continuing and that during the continuance thereof no such Grantor shall withdraw any of the funds contained in any such Deposit Account (which notice may be given by telephone if promptly confirmed in writing or by facsimile), any such Grantor may at any time withdraw any of the funds contained in its Deposit Account for use in any lawful manner not inconsistent with the provisions of this Pledge and Security Agreement, the Indenture or any other Related Document.
Appears in 1 contract
Samples: Pledge and Security Agreement (New World Coffee Manhattan Bagel Inc)
As to Receivables. (a) The Each Grantor shall keep its place(shave the right to collect all Receivables so long as no Default of the nature set forth in clause (f) of business Section 6.01 of the Indenture nor any Event of Default shall have occurred and chief executive office and the office(s) where it keeps its records concerning be continuing; provided, however, that such Grantor agrees to promptly deposit all payments received by such Grantor on account of the Receivables, and all originals whether in the form of all chattel paper which evidenced Receivablescash, located at the address(es) set forth in Item D checks, drafts, notes, bills of Schedule I heretoexchange, ormoney orders or other like instruments or otherwise, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by deposit account in precisely the first sentence form in which received (but with any endorsements of Section 4.1.7 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1necessary for deposit or collection).
(b) Upon written All proceeds of Collateral received by such Grantor shall be deposited into a deposit account of such Grantor, unless, during the occurrence and continuance of an Event of Default, such Grantor is otherwise notified in writing by the Collateral Agent. Following any such notice by the Collateral Agent to the such Grantor pursuant to this Section 4.1.2(b4.4(c), all proceeds of Collateral received by the such Grantor shall be delivered in kind to the Master Deposit Account (which shall be established by the Issuer with the Collateral Agent for if such Master Deposit Account is not then existing) or any other account or accounts specified by the Collateral Agent. Proceeds of Collateral received by such Grantor shall, prior to deposit to a deposit in the Master Deposit Account or such other account (the "Collateral Account") of the Grantor maintained with or accounts specified by the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold be held separate and apart from from, and not commingled with, all other property, all such proceeds property and in express trust for the benefit of the Collateral Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) Master Deposit Account or 11.01(g) of the Credit Agreement such other account or an Event of Defaultaccounts.
(c) Subject Following and during the continuance of an Event of Default, such Grantor shall transfer all funds out of each of its deposit accounts that is not the Master Deposit Account (other than, in the aggregate, cash or Cash Equivalent Investments in all deposit accounts (other than the Master Deposit Account) that do not exceed at any time $10,000) for deposit into the Master Deposit Account at the close of business each day or, if not commercially reasonable to the terms of the Senior Note Intercreditor Agreementdo so, the no less frequently than once every five Business Days.
(d) The Collateral Agent shall have the right to apply any amount in each deposit account (including the Collateral Account Master Deposit Account) to the payment of any Secured Obligations which are due and payable or payable upon demand, demand or to the payment of any Secured Obligations at any time that an Event of Default shall existhave occurred and be continuing.
(e) With respect to each deposit account maintained with the Collateral Agent (including the Master Deposit Account), it is hereby agreed that (i) deposits in each such deposit account are subject to a security interest as contemplated hereby, (ii) each such deposit account shall be under the sole dominion and control of the Collateral Agent and (iii) the Collateral Agent shall have the sole right of withdrawal over each such deposit account; provided, however, that, unless and until the Collateral Agent shall notify the applicable Grantors that an Event of Default shall have occurred and be continuing and that during the continuance thereof, no such Grantor shall withdraw any of the funds contained in any such deposit account (which notice may be given by telephone if promptly confirmed in writing or by facsimile), any such Grantor may at any time withdraw any of the funds contained in its deposit account for use in any lawful manner not inconsistent with the provisions of this Pledge and Security Agreement, the Indenture or any other Related Document.
Appears in 1 contract
Samples: Pledge and Security Agreement (New World Restaurant Group Inc)
As to Receivables. (a) The Grantor Borrower shall keep keen its place(s) chief place of business and chief executive office and the office(s) office where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced Receivables, located Receivables at the address(es) set forth location therefor specified in Item D of Schedule I hereto, or, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; III. The Borrower will hold and preserve such records and chattel paper; and will permit representatives of the Collateral Agent at and any time during normal business hours Lender to inspect and make abstracts from such records and chattel paperduring normal business hours. In additionExcept as otherwise provided in this paragraph or under any of the Loan Documents, the Grantor Borrower shall give continue to collect, at its own expense, all amounts due or to become due to the Borrower under the Receivables. Notwithstanding the foregoing, the Collateral Agent a supplement shall have the right at any time, to Schedule I hereto on each date a Compliance Certificate is required to be delivered notify the account debtors or obligers under any Receivables of the assignment of such Receivables to the Collateral Agent under and the Credit Agreement, which shall set forth any changes Lenders and to direct such account debtors or obligors to make payment of all amounts due or to become due to the information set forth in Section 3.1.1.
(b) Upon written notice by the Collateral Agent to the Grantor pursuant to this Section 4.1.2(b), all proceeds of Collateral received by the Grantor shall be delivered in kind Borrower thereunder directly to the Collateral Agent for deposit to a deposit account (and, upon such notification and at the "Collateral Account") expense of the Grantor maintained with Borrower, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower might have done. After receipt by the Borrower of notice from the Collateral AgentAgent that the Collateral Agent is collecting the Receivables, (a) all amounts and proceeds (including instruments), if any, received by the Grantor Borrower in respect of the Receivables shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds be received in express trust for the benefit of the Collateral Agent until delivery thereof is made and the Lenders, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and same form as so received (with any necessary endorsement) to be continuing a Default of applied as provided in the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Default.
(c) Subject to the terms of the Senior Note Intercreditor Agreement, and (b) the Borrower shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligors thereof, or allow any credit or discount thereon. The Borrower agrees to notify the Collateral Agent shall have the right to apply any amount in the Collateral Account to the payment promptly of any Secured Obligations which are due and payable matters materially adversely affecting the value, enforceability or payable upon demand, or to the payment collectability of any Secured Obligations at any time that an Event Account in excess of Default shall existFive Thousand Dollars ($5,000) and of all material customer disputes, offsets, defenses, counterclaims, returns, rejections and all material reclaimed or repossessed merchandise or goods.
Appears in 1 contract
As to Receivables. (a) The Grantor shall keep its place(s) of business and chief executive office at the offices set forth on Schedule III of the Credit Agreement and shall keep the office(s) offices where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced evidence Receivables, located at the address(es) addresses set forth in Item D on Schedule III of Schedule I hereto, the Credit Agreement or, upon 30 days' prior written notice to the Collateral Administrative Agent, at such other locations in a jurisdiction where all representations and warranties set forth in Article III shall be true and correct, and all actions required by the first sentence of Section 4.1.7 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Administrative Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Administrative Agent at any time upon reasonable advance notice and during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1.
(b) Upon The Grantor will direct all obligors under any Receivables to make all payments to one or more bank accounts. Each such bank account will be maintained only if the relevant bank has agreed (by no later than 30 days after the Effective Date) in writing to remit the balance from time to time in the account to the Administrative Agent upon notice from the Administrative Agent that any Default is continuing. No funds, other than proceeds of Collateral, will be paid to any such bank account. The Grantor will not open any new bank accounts, or terminate any existing bank accounts, except upon 10 days' prior written notice by the Collateral Agent to the Grantor pursuant to this Section 4.1.2(b), all Administrative Agent.
(c) All proceeds of Collateral received by the Grantor shall shall, upon the request of the Administrative Agent during the continuance of an Event of Default, be delivered in kind to the Collateral Administrative Agent for deposit to a deposit account (the "Collateral Account") of the Grantor maintained with the Collateral Administrative Agent, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Administrative Agent and the other Lender Parties until delivery thereof is made to the Collateral Administrative Agent. The Collateral Agent No funds, other than proceeds of Collateral, will not give the notice referred to be deposited in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of DefaultCollateral Account.
(cd) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral The Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or to the payment of any Secured Obligations at any time that an Event of Default shall exist. Subject to the rights of the Administrative Agent, the Grantor shall have the right, with respect to and to the extent of collected funds in the Collateral Account, (i) as long as there shall be no Default, to require the Administrative Agent to transfer to the Grantor's general demand deposit account at the Administrative Agent any or all of such collected funds and (ii) as long as there shall be a Default and after giving effect to any exercise by the Administrative Agent of its rights, (A) to require the Administrative Agent to transfer to the Grantor's general demand deposit account at the Administrative Agent amounts required to cover checks drawn against that account which shall have been presented for payment at the Administrative Agent as of the preceding business day and all wire transfers which the Grantor has directed to be made on the current business day, to the extent such checks and wire transfers are for any purpose which does not violate any provision of any Loan Document and (B) to require the Administrative Agent to purchase any Cash Equivalent Investment, provided that, in the case of certificated securities, the Administrative Agent will retain possession thereof as Collateral and, in the case of uncertificated securities, the Administrative Agent will take such actions, including registration of such securities in its name, as it shall determine is necessary to perfect its security interest therein. The Administrative Agent may at any time transfer to the Grantor's general demand deposit account at the Administrative Agent any or all of the collected funds in the Collateral Account; provided, however, that any such transfer shall not be deemed to be a waiver or modification of any of the Administrative Agent's rights under this Section 4.1.2(d).
Appears in 1 contract
As to Receivables. (a) The Grantor a. Borrower shall keep the Receivables at its place(s) chief place of business and chief executive office and the office(s) office where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced Receivables, located at the address(es) set forth location therefore specified in Item D of Schedule I hereto, 1 hereto or, upon 30 days' prior written notice to the Collateral AgentSecured Parties, at such other locations in a jurisdiction where all actions action required by the first sentence of Section 4.1.7 5 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; . Borrower will hold and preserve such records and chattel paper; and will permit representatives of the Collateral Agent at any time during normal business hours Secured Parties to inspect and make abstracts from such records and chattel paperrecords.
b. Except as otherwise provided in this subsection (b), Borrower shall continue to collect, at its own expense, all amounts due or to become due to Borrower under the Receivables. In additionconnection with such collections, Borrower may take (and, at the Grantor discretion of Secured Parties, shall give take) such action as Borrower or Secured Parties may deem necessary or advisable to enforce collection of the Collateral Agent a supplement Receivables; provided, however, that Secured Parties shall have the right at any time, upon the occurrence and during the continuance of an Event of Default, upon written notice to Schedule I hereto on each date a Compliance Certificate is required Borrower of its intention to be delivered do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to Secured Parties and to direct such account debtors or obligors to make payment of all amounts due or to become due to Borrower thereunder directly to Secured Parties and, upon such notification and at the expense of Borrower, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the Collateral Agent under same extent as Borrower might have done. After receipt by Borrower of the Credit Agreement, which shall set forth any changes notice from Secured Parties referred to in the proviso to the information set forth in Section 3.1.1.
preceding sentence and as long as there is an Event of Default, (bi) Upon written notice by the Collateral Agent to the Grantor pursuant to this Section 4.1.2(b), all amounts and proceeds of Collateral (including instruments) received by Borrower in respect of the Grantor Receivables shall be delivered received in kind to the Collateral Agent for deposit to a deposit account (the "Collateral Account") of the Grantor maintained with the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent until delivery thereof is made Secured Parties hereunder, shall be segregated from other funds of Borrower and shall be forthwith paid over to the Collateral Agent. The Collateral Agent will not give the notice referred to Secured Parties in the preceding sentence unless there same form as so received (with any necessary endorsement) to be held as cash collateral, or be applied as provided by Section 13(b), as determined by Secured Parties, and (ii) Borrower shall have occurred and be continuing a Default of not adjust, settle or compromise the nature set forth in Section 11.01(f) amount or 11.01(g) of the Credit Agreement or an Event of Default.
(c) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demandReceivable, or to the payment of release wholly or partly any Secured Obligations at account debtor or obligor thereof, or allow any time that an Event of Default shall existcredit or discount thereon, other than any discount allowed for prompt payment.
Appears in 1 contract
Samples: Security Agreement (Dragon International Group Corp.)
As to Receivables. (a) The Grantor shall will keep its place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced Receivables, evidences Receivables located at the address(es) addresses set forth in Item D of Schedule I II hereto, or, upon 30 days' ’ prior written notice to the Collateral Administrative Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 4.6 shall have been taken with respect to the Receivables; Receivables and other Collateral. The Grantor will not change its name or federal taxpayer identification number except upon 30 days' ’ prior written notice to the Collateral Administrative Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give supplement the Collateral Agent a supplement to information contained in Schedule I II hereto on the Compliance Certificate on each date a Compliance Certificate is required to be delivered to the Collateral Administrative Agent under the Credit Agreement, which shall set forth including any changes to the information set forth in Section 3.1.13.3.
(b) The Grantor shall have the right to collect all Receivables so long as no Specified Event shall have occurred and be continuing.
(c) Upon (i) the occurrence and continuance of a Specified Event and (ii) the delivery of written notice by the Collateral Administrative Agent to the Grantor pursuant to this Section 4.1.2(b)Grantor, all proceeds of Collateral received by the Grantor shall be delivered in kind to the Collateral Administrative Agent for deposit to a deposit account (the "“Collateral Account"”) of the Grantor maintained with the Collateral Administrative Agent, and the such Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Administrative Agent until delivery thereof is made to the Collateral Administrative Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Default.
(cd) Subject Following the delivery of notice pursuant to the terms clause (c)(ii) of the Senior Note Intercreditor Agreementthis Section, the Collateral Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or payable.
(e) With respect to the payment Collateral Account, it is hereby confirmed and agreed that (i) deposits in each Collateral Account are subject to a security interest as contemplated hereby, (ii) each such Collateral Account shall be under the sole dominion and control of any Secured Obligations at any time that an Event the Administrative Agent and (iii) the Administrative Agent shall have the sole right of Default shall existwithdrawal over such Collateral Account.
Appears in 1 contract
Samples: Credit Agreement (United Surgical Partners International Inc)
As to Receivables. (a) The Grantor shall keep its place(s) chief place of business and chief executive office and at the office(s) office where it the Grantor keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced Receivables, located Receivable at the address(eslocation therefor specified in Section 4(a) set forth in Item D of Schedule I hereto, or, upon 30 days' prior written notice to the Collateral AgentSecured Party, at such other locations in a jurisdiction where all actions action required by the first sentence of Section 4.1.7 5 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; . The Grantor will hold and preserve such records recordson chattel paper and chattel paper; and will permit representatives of the Collateral Agent Secured Party at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1.
(b) Upon written notice Except as otherwise provided in this subsection (b), the Grantor shall continue to collect, at its own expense, all amounts due or to become due the Grantor under the Receivables. In connection with such collections, the Grantor may take (and, at Secured Party's direction, if an Event of Default shall occur, shall take) such actionas the Grantor or Secured Party may deem necessary or advisable to enforce collection of the Receivables; provided, however, that upon the occurrence of an event of default (hereunder or under the Note), Secured Party shall have the right to notify the account debtors or obligors under the Receivable of the assignment of such Receivable toSecured Party and to direct such account debtors or obligors to make payment of all amounts due or to become dueto the Grantor thereunder directly to Secured Party and, upon such notification and at the expense of the Grantor,to enforce collection of any such Receivable and to adjust, settle or compromise the amount or payment thereof,in the same manner and to the same extent as the Grantor might have done. After receipt by the Collateral Agent Grantor of the notice from Secured Party referred to in the proviso to the Grantor pursuant to this Section 4.1.2(b), preceding sentence,
(i) all amounts and proceeds of Collateral (including instruments) received by the Grantor in respect of the Receivable shall be delivered received in kind to the Collateral Agent for deposit to a deposit account (the "Collateral Account") of the Grantor maintained with the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of Secured Party hereunder, shall be segregated from other funds of the Collateral Agent until delivery thereof is made Grantor and shall be forthwith paid over to the Collateral Agent. The Collateral Agent will not give the notice referred to Secured Party in the preceding sentence unless there shall have occurred and same form as so received (with any necessary endorsement) to be continuing a Default of the nature set forth in applied as provided by Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Default.13(b); and
(cii) Subject to the terms of Grantor shall not adjust, settle or compromise the Senior Note Intercreditor Agreement, the Collateral Agent shall have the right to apply any amount in the Collateral Account to the or payment of any Secured Obligations which are due and payable or payable upon demandreceivable, or to the payment of release wholly or partly an account debtor or obligor thereof, or allow any Secured Obligations at any time that an Event of Default shall existcredit or discount thereon.
Appears in 1 contract
As to Receivables. (a) The Such Grantor shall will keep its place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced evidences Receivables, located at the address(es) set forth in Section 3.2 and shall keep its other places of business at the addresses set forth in Item D 1 of Schedule I heretothe Perfection Certificate, or, upon 30 days' prior written notice to the Collateral Administrative Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 4.6 shall have been taken with respect to the ReceivablesReceivables and such other Collateral; not change its name or federal taxpayer identification number except upon 30 days' prior written notice to the Collateral Administrative Agent; hold and preserve such records and chattel paperrecords; and permit representatives of the Collateral Administrative Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1records.
(b) Upon written Such Grantor shall have the right to collect, demand, receive, receipt for, sue xxx, compound and give acquittances for any and all amounts due or to become due on Receivables and settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances with respect to Receivables in the ordinary course of business so long as no Default of the nature set forth in Section 8.1.9 of the Credit Agreement nor any Event of Default shall have occurred and be continuing.
(c) All proceeds of Collateral received by such Grantor shall be deposited into a deposit account of such Grantor, unless, 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, such Grantor is otherwise notified in writing by the Administrative Agent. Following any such notice by the Collateral Administrative Agent to the such Grantor pursuant to this Section 4.1.2(b)Section, all proceeds of Collateral received by the such Grantor shall be delivered in kind to the Collateral Agent for deposit to a deposit an account or accounts specified by the Administrative Agent (collectively, the "Collateral Account") ). Such proceeds of the Collateral received by such Grantor maintained with shall, prior to deposit in the Collateral AgentAccount, and the Grantor shall not commingle any such proceeds, and shall hold be held separate and apart from all from, and not commingled with, any other property, all such proceeds property and in express trust for the benefit of the Collateral Administrative Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there Account.
(d) During any time that an Event of Default shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Default.
(c) Subject to the terms of the Senior Note Intercreditor Agreementcontinuing, the Collateral Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Current Assets Obligations which are due and payable, including any Current Assets Obligations that have been declared due and payable or payable upon demand, or pursuant to Section 8.3 of the Credit Agreement.
(e) With respect to the payment Collateral Account, it is hereby confirmed and agreed that (i) deposits in each Collateral Account are subject to a security interest as contemplated hereby, (ii) each such Collateral Account shall be under the sole dominion and control of any Secured Obligations at any time that an Event the Administrative Agent and (iii) the Administrative Agent shall have the sole right of Default shall existwithdrawal over such Collateral.
Appears in 1 contract
Samples: Current Assets Security Agreement (Sterling Chemical Inc)
As to Receivables. (a) The Grantor shall keep its place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced Receivables, located at the address(es) set forth in Item D of Schedule I hereto, or, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1.
(b) Upon written notice by the Collateral Agent to the Grantor pursuant to this Section 4.1.2(b), all proceeds of Collateral received by the Grantor shall be delivered in kind to the Collateral Agent for deposit to a deposit account (the "Collateral Account") of the Grantor maintained with the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Default.
(c) Subject to the terms of the Senior Note Intercreditor Agreement, the The Collateral Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or to the payment of any Secured Obligations at any time that an Event of Default shall exist.
Appears in 1 contract
As to Receivables. (a) The Grantor shall keep its place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced Receivables, located at the address(es) set forth in Item D of Schedule I hereto, or, upon 30 days' prior written notice to the Collateral AgentBeneficiary, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 4.1.6 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral AgentBeneficiary; hold and preserve such records and chattel paper; and permit representatives of the Collateral Agent Beneficiary at any time on a reasonable notice during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent Beneficiary a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent Beneficiary under the Credit Loan Agreement, which shall set forth any changes to the information set forth in Section 3.1.1.
(b) Upon the occurrence and continuation of an Event of Default and upon written notice by the Collateral Agent Beneficiary to the Grantor pursuant to this Section 4.1.2(b), all proceeds of Collateral received by the Grantor shall be delivered in kind to the Collateral Agent Beneficiary for deposit to a deposit account (the "Collateral Account") of the Grantor maintained with a financial institution designated by the Collateral AgentBeneficiary, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent Beneficiary until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of DefaultBeneficiary.
(c) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral Agent The Beneficiary shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or to the payment of any Secured Obligations at any time that an Event of Default shall exist.
Appears in 1 contract
As to Receivables. (a) The Such Grantor shall will keep its place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced evidences Receivables, located at the address(es) set forth in Section 3.2 and shall keep its other places of business at the addresses set forth in Item D 3 of Schedule I heretothe Perfection Certificate, or, upon 30 days' prior written notice to the Collateral Administrative Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 4.6 shall have been taken with respect to the ReceivablesReceivables and such other Collateral; not change its name name, corporate identity or jurisdiction of organization or federal taxpayer identification number except upon 30 days' prior written notice to the Collateral Administrative Agent; hold and preserve such records and chattel paperrecords; and permit representatives of the Collateral Agent Administrative Agent, at any time reasonable times and intervals and upon reasonable notice, during normal business hours to inspect (and make abstracts from photocopy extracts from) such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1records.
(b) Upon written notice by Such Grantor shall have the Collateral Agent right to collect, demand, receive, receipt for, sue xxr, compound and give acquittances for any and all amounts due or to become due on Receivables and settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances with respect to Receivables in the Grantor pursuant to this Section 4.1.2(b), all ordinary course of business so long as no Event of Default shall have occurred and be continuing.
(c) All proceeds of Collateral received by the such Grantor shall be delivered in kind to the Collateral Agent for deposit to a the appropriate Lockbox Account. Such proceeds of Collateral received by such Grantor shall, prior to deposit account (in the "Collateral Lockbox Account") of the Grantor maintained with the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold be held separate and apart from all from, and not commingled with, any other property, all such proceeds property and in express trust for the benefit of the Collateral Administrative Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of DefaultLockbox Account.
(cd) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral The Administrative Agent shall have the right right, without further order of or application to the Bankruptcy Court, to apply any amount in any Lockbox Account and/or the Collateral Concentration Account as set forth in the Credit Agreement, and subject to applicable provisions of the Revolver Intercreditor Agreement and any applicable requirements of the Financing Order.
(e) With respect to each Lockbox Account and the Concentration Account, it is hereby confirmed and agreed that (i) deposits in each such account are subject to a security interest as contemplated hereby, (ii) each such account shall be under the sole dominion and control of the Administrative Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over such Collateral.
(f) Such Grantor will not create any chattel paper without placing a legend on such chattel paper acceptable to the payment of any Secured Obligations which are due and payable or payable upon demand, or to Administrative Agent indicating that the payment of any Secured Obligations at any time that an Event of Default shall existAdministrative Agent has a security interest in such chattel paper.
Appears in 1 contract
Samples: Fixed Assets Secured Parties Security Agreement (Sterling Chemical Inc)
As to Receivables. (a) The Each Grantor shall will keep its place(s) of business and chief executive office and office, its jurisdiction of formation, the office(s) where it keeps its records concerning the Receivables, Receivables and all originals of all chattel paper which evidenced Receivables, evidences Receivables located at the address(es) addresses set forth in Item D of Schedule I II hereto, or, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 4.6 shall have been taken with respect to the Receivables; not Receivables and other Collateral. No Grantor will change its name or federal taxpayer identification number or jurisdiction of formation except upon 30 days' prior written notice to the Collateral Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the each Grantor shall give supplement the Collateral Agent a supplement to information contained in Schedule I II hereto on the Compliance Certificate on each date a Compliance Certificate is required to be delivered to the Collateral Agent administrative agent under the Revolving Credit Agreement or the Term Loan Agreement, which shall set forth including any changes to the information set forth in Section 3.1.13.3.
(b) Each Grantor shall have the right to collect all Receivables so long as no Specified Event shall have occurred and be continuing.
(c) Upon (i) the occurrence and continuance of a Specified Event or any other Event of Default and (ii) the delivery of written notice by the Collateral Agent to the Grantor pursuant to this Section 4.1.2(b)each Grantor, all proceeds of Collateral received by the such Grantor shall be delivered in kind to the Collateral Agent for deposit to a deposit account (the "Collateral Account") of the such Grantor maintained with the Collateral Agent, and the such Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent Secured Parties until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Default.
(cd) Subject Following the delivery of notice pursuant to the terms clause (c)(ii) of the Senior Note Intercreditor Agreementthis Section, the Collateral Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or payable.
(e) With respect to the payment Collateral Account, it is hereby confirmed and agreed that (i) deposits in each Collateral Account are subject to a security interest as contemplated hereby, (ii) each such Collateral Account shall be under the sole dominion and control of any Secured Obligations at any time that an Event the Collateral Agent and (iii) the Collateral Agent shall have the sole right of Default shall existwithdrawal over such Collateral Account.
Appears in 1 contract
Samples: Subsidiary Pledge and Security Agreement (Ironton Iron Inc)
As to Receivables. (a) The Such Grantor shall keep its place(s) of business and chief executive office and the office(s) office where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced evidences Receivables, located at the address(es) address set forth in Item D Section 3.4 and shall keep its other places of Schedule I heretobusiness at the addresses set forth in Section 3 of the Perfection Certificate delivered by such Grantor, or, upon 30 days' prior written notice to the Collateral Administrative Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 4.10 shall have been taken with respect to the ReceivablesReceivables and other Collateral; not change its name or federal taxpayer identification number except upon 30 days' prior written notice to the Collateral Administrative Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Administrative Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the such Grantor shall give the Collateral Administrative Agent a supplement to Schedule I hereto such Perfection Certificate on each date a Compliance Certificate is required to be delivered to the Collateral Administrative Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.13.4.
(b) Upon Such Grantor shall have the right to collect all Receivables so long as no Default of the nature set forth in Section 8.1.9 of the Credit Agreement nor any Event of Default shall have occurred and be continuing.
(c) 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, upon written notice by the Collateral Administrative Agent to the such Grantor pursuant to this Section 4.1.2(b4.4(c), all proceeds of Collateral received by the such Grantor shall be delivered in kind to the Collateral Agent for deposit to a deposit an account of such Grantor maintained with the Administrative Agent (the "Collateral Account") ). Proceeds of the Collateral received by such Grantor maintained with shall, prior to deposit in the Collateral AgentAccount, and the Grantor shall not commingle any such proceeds, and shall hold be held separate and apart from all from, and not commingled with, any other property, all such proceeds property and in express trust for the benefit of the Collateral Administrative Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of DefaultAccount.
(cd) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral The Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, demand or to the payment of any Secured Obligations at any time that an Event of Default shall existhave occurred and be continuing.
(e) With respect to the Collateral Account, it is hereby confirmed and agreed that (i) deposits in each Collateral Account are subject to a security interest as contemplated hereby, (ii) the Collateral Account shall be under the sole dominion and control of the Administrative Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over the Collateral Account.
Appears in 1 contract
Samples: Subsidiary Security and Pledge Agreement (Nextel Partners Inc)
As to Receivables. Subject to the terms of any documentation governing any Permitted Receivables Transaction:
(a1) The Grantor shall keep (i) not change its place(s) of business and chief executive office and office, the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced Receivables, located at the address(es) set forth in Item ITEM D of Schedule SCHEDULE I hereto, or, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 shall have been taken with respect to the Receivables; not change or its name except upon 30 days' prior written notice to the Collateral AgentAgent and, prior to taking any such action, delivering to the Agent all additional executed financing statements and other documents reasonably requested by the Agent to maintain the validity, perfection and priority of the security interests provided for herein; (ii) hold and preserve such records and chattel paper; and (iii) permit representatives of the Collateral Agent at any time during normal business hours upon reasonable advance written notice to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1.
(b2) Upon written notice by the Collateral Agent to the Grantor pursuant to this Section 4.1.2(b)clause, all proceeds of Collateral received by the Grantor shall be forthwith (and, in any event, within two Business Days) delivered in kind to the Collateral Agent for deposit to a deposit account (the "Collateral AccountCOLLATERAL ACCOUNT") of the Grantor maintained with the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) 10.1.9 of the Credit Agreement or an Event of Default.
(c3) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral The Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or to the payment of any Secured Obligations at any time that an Event of Default shall exist.
Appears in 1 contract
As to Receivables. (a) The [INTENTIONALLY OMITTED]
(b) If at any time any Grantor shall keep its place(s) open a Deposit Account that is a Specified Deposit Account, or any Deposit Account of business and chief executive office any Grantor not previously a Specified Deposit Account shall become a Specified Deposit Account, such Grantor, the depository bank in respect of such Specified Deposit Account and the office(s) where it keeps its records concerning the Receivables, and all originals Collateral Agent shall enter a Control Agreement in respect of all chattel paper which evidenced Receivables, located at the address(es) set forth in Item D such Specified Deposit Account. The Collateral Agent will not give any notice of Schedule I hereto, or, upon 30 days' prior written notice exclusive control or instructions pursuant to the Collateral Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 shall have been taken any Control Agreement with respect to the Receivables; not change its name except upon 30 days' prior written any Specified Deposit Accounts unless it has given, or is contemporaneously giving, notice pursuant to the Collateral Agent; hold and preserve such records and chattel paper; and permit representatives clause (c) of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1this Section.
(bc) Upon written notice by the Collateral Agent to the such Grantor pursuant to this Section 4.1.2(b)clause, all proceeds of Collateral received by the Grantor such Grantor, which proceeds are Collateral, shall be delivered in kind to the Collateral Agent for deposit to a deposit account (the "Collateral Account") of the such Grantor maintained with the Collateral Agent, and the such Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default Specified Event. No funds, other than proceeds of Collateral, will be deposited in the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of DefaultCollateral Account.
(cd) Subject to the terms of the Senior Note Intercreditor Agreement, the The Collateral Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations of such Grantor which are due and payable or payable upon demand, or to the payment of any Secured Obligations . The Collateral Agent may at any time transfer to such Grantor's general demand deposit account at the Collateral Agent any or all of the collected funds in the Collateral Account; provided, however, that an Event any such transfer shall not be deemed to be a waiver or modification of Default shall existany of the Collateral Agent's rights under this clause.
Appears in 1 contract
Samples: Lender Consent Letter (Merrill Corp)
As to Receivables. (a) The Each Grantor shall keep its place(s) of business and chief executive office and at the address as set forth on Schedule III of the Credit Agreement; shall keep the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced evidence Receivables, located at the address(es) address as set forth on Schedule III of the Credit Agreement or, in Item D of Schedule I hereto, oreach case, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all representatives and warranties set forth in Article IV are true and correct and all material actions required by the first sentence of Section 4.1.7 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Agent at any time upon reasonable advance notice and during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1.
(b) Upon Each Grantor will direct all obligors under any Receivables to make all payments to one or more bank accounts. Each such bank account will be maintained only if the relevant bank has agreed (by no later than 30 days after the Effective Date) in writing to remit the balance from time to time in the account to the Agent upon notice from the Agent that any Default is continuing. No funds, other than proceeds of Collateral, will be paid to any such bank account. None of the Grantors will open any new bank accounts or terminate any existing bank accounts, except upon 10 days' prior written notice by the Collateral Agent to the Grantor pursuant to this Section 4.1.2(b), all Agent.
(c) All proceeds of Collateral received by the any Grantor shall be delivered in kind to the Collateral Agent for deposit to a deposit account (the "Collateral Account") of the such Grantor maintained with the Collateral Agent, and the such Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent and the other Lender Parties until delivery thereof is made to the Collateral Agent. The Collateral Agent No funds, other than proceeds of Collateral, will not give the notice referred to be deposited in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of DefaultCollateral Account.
(cd) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral The Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or to the payment of any Secured Obligations at any time that an Event of Default shall exist. Subject to the rights of the Agent, each Grantor shall have the right, with respect to and to the extent of collected funds in the Collateral Account, (i) as long as there shall be no Default, to require the Agent to transfer to such Grantor's general demand deposit account at the Agent any or all of such collected funds and (ii) as long as there shall be a Default and after giving effect to any exercise by the Agent of its rights, (A) to require the Agent to transfer to such Grantor's general demand deposit account at the Agent amounts required to cover checks drawn against that account which shall have been presented for payment at the Agent as of the preceding business day and all wire transfers which such Grantor has directed to be made on the current business day, to the extent such checks and wire transfers are for any purpose which does not violate any provision of any Loan Document and (B) to require the Agent to purchase any Cash Equivalent Investment, provided that, in the case of certificated securities, the Agent will retain possession thereof as Collateral and, in the case of uncertificated securities, the Agent will take such actions, including registration of such securities in its name, as it shall determine is necessary to perfect its security interest therein. The Agent may at any time transfer to any Grantor's general demand deposit account at the Agent any or all of the collected funds in the Collateral Account; provided, however, that any such transfer shall not be deemed to be a waiver or modification of any of the Agent's rights under this Section 4.1.2(d).
Appears in 1 contract
As to Receivables. (a) The Such Grantor shall keep its place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced evidences Receivables, located at the address(es) set forth in Item D Section 3(b) of Schedule I heretothe Perfection Certificate delivered by such Grantor, or, upon 30 days' prior written notice to the Collateral Administrative Agent, at such other locations in a jurisdiction where all actions required by the first sentence FIRST SENTENCE of Section 4.1.7 SECTION 4.10 shall have been taken with respect to the Receivables; not change its name or federal taxpayer identification number except upon 30 days' prior written notice to the Collateral Administrative Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Administrative Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Administrative Agent a supplement to Schedule I hereto such Perfection Certificate on each date a Compliance Certificate is required to be delivered to the Collateral Administrative Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1SECTION 3.4.
(b) Upon written Such Grantor shall have the right to collect all Receivables so long as no Specified Default shall have occurred and be continuing; PROVIDED, HOWEVER, that such Grantor agrees to promptly deposit all payments received by such Grantor on account of the Receivables, whether in the form of cash, checks, drafts, notes, bills of exchange, money orders or other like instruments or otherwise, in a Deposit Account in precisely the form in which received (but with any endorsements of such Grantor necessary for deposit or collection).
(c) All proceeds of Collateral received by such Grantor shall be deposited into a Deposit Account of such Grantor, unless, during the occurrence and continuance of a Specified Default, such Grantor is otherwise notified in writing by the Administrative Agent. Following any such notice by the Collateral Administrative Agent to the such Grantor pursuant to this Section 4.1.2(bSECTION 4.4(c), all proceeds of Collateral received by the such Grantor shall be delivered in kind to a Master Deposit Account or any other account or accounts specified by the Administrative Agent. Proceeds of Collateral Agent for received by such Grantor shall, prior to deposit to a deposit in such Master Deposit Account or such other account (or accounts specified by the "Collateral Account") of the Grantor maintained with the Collateral Administrative Agent, and the Grantor shall not commingle any such proceeds, and shall hold be held separate and apart from from, and not commingled with, all other property, all such proceeds property and in express trust for the benefit of the Collateral Administrative Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) such Master Deposit Account or 11.01(g) of the Credit Agreement such other account or an Event of Defaultaccounts.
(cd) Subject Such Grantor shall transfer all funds out of each of its Deposit Accounts that is not a Master Deposit Account (other than, in the aggregate, cash or Cash Equivalent Investments in all Deposit Accounts (other than the Master Deposit Accounts) that do not exceed at any time $10,000) for deposit into a Master Deposit Account at the close of business each day or, if not commercially reasonable to the terms of the Senior Note Intercreditor Agreementdo so, the Collateral no less frequently than once every five Business Days.
(e) The Administrative Agent shall have the right to apply any amount in the Collateral each Deposit Account (including either Master Deposit Account) to the payment of any Secured Obligations which are due and payable or payable upon demand, demand or to the payment of any Secured Obligations at any time that an Event of a Specified Default shall existhave occurred and be continuing.
(f) With respect to each Deposit Account maintained with the Administrative Agent (including each Master Deposit Account), it is hereby agreed that (i) deposits in each such Deposit Account are subject to a security interest as contemplated hereby, (ii) each such Deposit Account shall be under the sole dominion and control of the Administrative Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over each such Deposit Account; PROVIDED, HOWEVER, that, unless and until the Administrative Agent shall notify the applicable Grantors that a Specified Default shall have occurred and be continuing and that during the continuance thereof no such Grantor shall withdraw any of the funds contained in any such Deposit Account (which notice may be given by telephone if promptly confirmed in writing or by facsimile), any such Grantor may at any time withdraw any of the funds contained in its Deposit Account for use in any lawful manner not inconsistent with the provisions of this Security and Pledge Agreement, the Credit Agreement or any other Loan Document.
Appears in 1 contract
Samples: Security and Pledge Agreement (World Almanac Education Group Inc)
As to Receivables. (a) The Each Grantor shall keep its place(shave the right to collect all Receivables so long as no Default of the nature set forth in clause (6) of business Section 6.01 of the Indenture nor any Event of Default shall have occurred and chief executive office and the office(s) where it keeps its records concerning be continuing; provided, however, that such Grantor agrees to promptly deposit all payments received by such Grantor on account of the Receivables, and all originals whether in the form of all chattel paper which evidenced Receivablescash, located at the address(es) set forth in Item D checks, drafts, notes, bills of Schedule I heretoexchange, ormoney orders or other like instruments or otherwise, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by deposit account in precisely the first sentence form in which received (but with any endorsements of Section 4.1.7 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1necessary for deposit or collection).
(b) Upon written All proceeds of Collateral received by such Grantor shall be deposited into a deposit account of such Grantor, unless, during the occurrence and continuance of an Event of Default, such Grantor is otherwise notified in writing by the Collateral Agent. Following any such notice by the Collateral Agent to the such Grantor pursuant to this Section 4.1.2(b4.3(b), all proceeds of Collateral received by the such Grantor shall be delivered in kind to the Master Deposit Account (which shall be established by the Issuer with the Collateral Agent for if such Master Deposit Account is not then existing) or any other account or accounts specified by the Collateral Agent. Proceeds of Collateral received by such Grantor shall, prior to deposit to a deposit in the Master Deposit Account or such other account (the "Collateral Account") of the Grantor maintained with or accounts specified by the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold be held separate and apart from from, and not commingled with, all other property, all such proceeds property and in express trust for the benefit of the Collateral Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) Master Deposit Account or 11.01(g) of the Credit Agreement such other account or an Event of Defaultaccounts.
(c) Subject Following and during the continuance of an Event of Default, such Grantor shall transfer all funds out of each of its deposit accounts that is not the Master Deposit Account (other than, in the aggregate, cash or Cash Equivalent Investments in all deposit accounts (other than the Master Deposit Account) that do not exceed at any time $10,000) for deposit into the Master Deposit Account at the close of business each day or, if not commercially reasonable to the terms of the Senior Note Intercreditor Agreementdo so, the no less frequently than once every five Business Days.
(d) The Collateral Agent shall have the right to apply any amount in each deposit account (including the Collateral Account Master Deposit Account) to the payment of any Secured Obligations which are due and payable or payable upon demand, demand or to the payment of any Secured Obligations at any time that an Event of Default shall existhave occurred and be continuing.
(e) With respect to each deposit account maintained with the Collateral Agent (including the Master Deposit Account), it is hereby agreed that (i) deposits in each such deposit account are subject to a security interest as contemplated hereby, (ii) each such deposit account shall be under the sole dominion and control of the Collateral Agent and (iii) the Collateral Agent shall have the sole right of withdrawal over each such deposit account; provided, however, that, unless and until the Collateral Agent shall notify the applicable Grantors that an Event of Default shall have occurred and be continuing and that during the continuance thereof, no such Grantor shall withdraw any of the funds contained in any such deposit account (which notice may be given by telephone if promptly confirmed in writing or by facsimile), any such Grantor may at any time withdraw any of the funds contained in its deposit account for use in any lawful manner not inconsistent with the provisions of this Pledge and Security Agreement, the Indenture or any other Related Document.
Appears in 1 contract
Samples: Pledge and Security Agreement (Telex Communications International LTD)
As to Receivables. (a) The Each Grantor shall keep its place(shave the right to collect all Receivables so long as no Default of the nature set forth in clause (7) of business Section 6.01 of the Indenture nor any Event of Default shall have occurred and chief executive office and the office(s) where it keeps its records concerning be continuing; provided, however, that such Grantor agrees to promptly deposit all payments received by such Grantor on account of the Receivables, and all originals whether in the form of all chattel paper which evidenced Receivablescash, located at the address(es) set forth in Item D checks, drafts, notes, bills of Schedule I heretoexchange, ormoney orders or other like instruments or otherwise, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by deposit account in precisely the first sentence form in which received (but with any endorsements of Section 4.1.7 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1necessary for deposit or collection).
(b) Upon written All proceeds of Collateral received by such Grantor shall be deposited into a deposit account of such Grantor, unless, during the occurrence and continuance of an Event of Default, such Grantor is otherwise notified in writing by the Collateral Agent. Following any such notice by the Collateral Agent to the such Grantor pursuant to this Section 4.1.2(b4.4(b), all proceeds of Collateral received by the such Grantor shall be delivered in kind to the Master Deposit Account (which shall be established by the Issuer with the Collateral Agent for if such Master Deposit Account is not then existing) or any other account or accounts specified by the Collateral Agent. Proceeds of Collateral received by such Grantor shall, prior to deposit to a deposit in the Master Deposit Account or such other account (the "Collateral Account") of the Grantor maintained with or accounts specified by the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold be held separate and apart from from, and not commingled with, all other property, all such proceeds property and in express trust for the benefit of the Collateral Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) Master Deposit Account or 11.01(g) of the Credit Agreement such other account or an Event of Defaultaccounts.
(c) Subject Following and during the continuance of an Event of Default, such Grantor shall transfer all funds out of each of its deposit accounts that is not the Master Deposit Account (other than, in the aggregate, cash or Cash Equivalent Investments in all deposit accounts (other than the Master Deposit Account) that do not exceed at any time $10,000) for deposit into the Master Deposit Account at the close of business each day or, if not commercially reasonable to the terms of the Senior Note Intercreditor Agreementdo so, the no less frequently than once every five Business Days.
(d) The Collateral Agent shall have the right to apply any amount in each deposit account (including the Collateral Account Master Deposit Account) to the payment of any Secured Obligations which are due and payable or payable upon demand, demand or to the payment of any Secured Obligations at any time that an Event of Default shall existhave occurred and be continuing.
(e) With respect to each deposit account maintained with the Collateral Agent (including the Master Deposit Account), it is hereby agreed that (i) deposits in each such deposit account are subject to a security interest as contemplated hereby, (ii) each such deposit account shall be under the sole dominion and control of the Collateral Agent and (iii) the Collateral Agent shall have the sole right of withdrawal over each such deposit account; provided, however, that, unless and until the Collateral Agent shall notify the applicable Grantors that an Event of Default shall have occurred and be continuing and that during the continuance thereof, no such Grantor shall withdraw any of the funds contained in any such deposit account (which notice may be given by telephone if promptly confirmed in writing or by facsimile), any such Grantor may at any time withdraw any of the funds contained in its deposit account for use in any lawful manner not inconsistent with the provisions of this Pledge and Security Agreement, the Indenture or any other Related Document.
Appears in 1 contract
Samples: Pledge and Security Agreement (American Rock Salt Co LLC)
As to Receivables. (a) The Grantor shall not change its name or jurisdiction of organization without giving at least thirty (30) days prior written notice thereof to the Administrative Agent and the Collateral Agent; provided, however, that in no event shall the Grantor change its jurisdiction of organization to a jurisdiction outside the continental United States. The Grantor shall keep its place(s) of business and chief executive office and the office(s) office where it keeps all Records (and its other records concerning the ReceivablesReceivables and other Collateral), and all originals the original copies of all chattel paper which evidenced Receivablespaper, located at the address(eslocation therefor specified in Section 5(c) set forth in Item D of Schedule I hereto, hereof or, upon 30 days' 10 days prior written notice to the Collateral Agent, at such any other locations location in a jurisdiction (within the continental United States) where all actions required by Section 6 hereof to protect, preserve and maintain the first sentence of Section 4.1.7 lien and security interest created hereby and the priority thereof shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; . The Grantor will hold and preserve such records records, and chattel paper; paper and will permit representatives of the Collateral Agent at any time during normal business hours to inspect and inspect, copy and/or make abstracts from such records records, and chattel paper. In addition.
(b) Except as otherwise provided in this subsection (b), the Grantor shall continue to collect, at its own expense, all amounts due or to become due to the Grantor in respect of the Collateral, and shall do so, in all material respects, in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Grantor's credit and collection policies and practices relating to Contracts and Receivables. The Grantor shall give the Collateral Agent a supplement prompt notice of any material change to Schedule I hereto on each date a Compliance Certificate is required to be delivered to such credit and collections policies and practices after the Effective Date. In connection with such collections, the Grantor may take (and following the occurrence of and during the continuance of an Event of Default at the Collateral Agent's direction shall take) such action as the Grantor may deem necessary or advisable (or following the occurrence of and during the continuance of an Event of Default, such action as the Collateral Agent may deem necessary) to enforce collection of the Receivables and amounts due under the Credit Agreementany Receivable. The Grantor agrees and confirms that, which shall set forth any changes if directed to the information set forth in Section 3.1.1.
(b) Upon written notice do so by the Collateral Agent to during the Grantor pursuant to this Section 4.1.2(b)continuation of an Event of Default, all proceeds of Collateral received by the Grantor shall be delivered in kind to the Collateral Agent for deposit it will notify each party to a deposit Contract and each account (debtor or obligor under the "Collateral Account") Receivables of the Grantor maintained with assignment thereof to the Collateral Agent, and will instruct each of them that all payments due or to become due and all amounts payable to the Grantor shall not commingle any thereunder shall, until such proceedstime as no Event of Default exists, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent until delivery thereof is be made to an account specified by the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Default.
(c) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or to the payment of any Secured Obligations at any time that an Event of Default shall exist.
Appears in 1 contract
Samples: Security Agreement (Nui Corp /Nj/)
As to Receivables. (a) The Such Grantor shall will keep its place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced evidences Receivables, located at the address(es) set forth in Section 3.2 and shall keep its other places of business at the addresses set forth in Item D 1 of Schedule I heretothe Perfection Certificate, or, upon 30 days' prior written notice to the Collateral Administrative Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 4.6 shall have been taken with respect to the ReceivablesReceivables and such other Collateral; not change its name or federal taxpayer identification number except upon 30 days' prior written notice to the Collateral Administrative Agent; hold and preserve such records and chattel paperrecords; and permit representatives of the Collateral Administrative Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1records.
(b) Upon written Such Grantor shall have the right to collect, demand, receive, receipt for, sue xxx, compound and give acquittances for any and all amounts due or to become due on Receivables and settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances with respect to Receivables in the ordinary course of business so long as no Default of the nature set forth in Section 8.1.9 of the Credit Agreement nor any Event of Default shall have occurred and be continuing.
(c) All proceeds of Collateral received by such Grantor shall be deposited into a deposit account of such Grantor, unless, 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, such Grantor is otherwise notified in writing by the Administrative Agent. Following any such notice by the Collateral Administrative Agent to the such Grantor pursuant to this Section 4.1.2(b)Section, all proceeds of Collateral received by the such Grantor shall be delivered in kind to the Collateral Agent for deposit to a deposit an account or accounts specified by the Administrative Agent (collectively, the "Collateral Account") ). Such proceeds of the Collateral received by such Grantor maintained with shall, prior to deposit in the Collateral AgentAccount, and the Grantor shall not commingle any such proceeds, and shall hold be held separate and apart from all from, and not commingled with, any other property, all such proceeds property and in express trust for the benefit of the Collateral Administrative Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there Account.
(d) During any time that an Event of Default shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Default.
(c) Subject to the terms of the Senior Note Intercreditor Agreementcontinuing, the Collateral Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Fixed Assets Obligations which are due and payable, including any Fixed Assets Obligations that have been declared due and payable or payable upon demand, or pursuant to Section 8.3 of the Credit Agreement.
(e) With respect to the payment Collateral Account, it is hereby confirmed and agreed that (i) deposits in each Collateral Account are subject to a security interest as contemplated hereby, (ii) each such Collateral Account shall be under the sole dominion and control of any Secured Obligations at any time that an Event the Administrative Agent and (iii) the Administrative Agent shall have the sole right of Default shall existwithdrawal over such Collateral.
Appears in 1 contract
Samples: Fixed Assets Security Agreement (Sterling Chemical Inc)
As to Receivables. (a) The Such Grantor shall keep its place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced evidences Receivables, located at the address(es) set forth in Item D of Schedule I hereto, or, upon 30 days' prior written notice to the Collateral Administrative Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 4.8 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Administrative Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Administrative Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Administrative Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Administrative Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.13.2.
(b) Upon written notice by the Collateral Administrative Agent to the such Grantor pursuant to this Section 4.1.2(b4.3(b), all proceeds of Collateral received by the such Grantor shall be delivered in kind to the Collateral Administrative Agent for deposit to a deposit account (the "Collateral Account") of the such Grantor maintained with the Collateral Administrative Agent, and the such Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Administrative Agent until delivery thereof is made to the Collateral Administrative Agent. The Collateral Administrative Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) 8.1.9 of the Credit Agreement or an Event of Default.
(c) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral The Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or to the payment of any Secured Obligations at any time that an Event of Default shall exist.
Appears in 1 contract
Samples: Credit Agreement (Dri I Inc)
As to Receivables. (a) The Grantor Partnership shall keep its place(s) chief place of business and chief executive office and the office(s) office where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced evidence Receivables, located at the address(es) set forth location therefor specified in Item D of Schedule I hereto, Section 2.1 or, upon 30 days' days prior written notice to the Collateral AgentLender, at such other locations in a jurisdiction where all actions action required by the first sentence of Section 4.1.7 3.1 shall have been taken with respect to the Receivables; not change its name except upon 30 days' prior written notice to the Collateral Agent; . Partnership shall hold and preserve such records and chattel paper; paper and shall permit representatives of the Collateral Agent any Bank at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1.
(b) Upon Except as otherwise provided in this subsection (b), Partnership shall continue to collect, at its own expense, all amounts due or to become due Partnership under the Receivables. In connection with such collections, Partnership may take (and, at Lender's direction, shall take) such action as Lender may deem necessary or advisable to enforce collection of the Receivables; provided, however, that Lender shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice by to Partnership of its intention to do so, to notify the Collateral Agent account debtors or obligors under any Receivables of the assignment of such Receivables to Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Partnership thereunder directly to Lender and, upon such notification and at the expense of Partnership, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the Grantor pursuant same extent as Partnership might have done. After receipt by Partnership of the notice from Lender referred to this Section 4.1.2(b)in the proviso to the preceding sentence, (i) all amounts and proceeds of Collateral (including instruments) received by Partnership in respect of the Grantor Receivables shall be delivered received in kind to the Collateral Agent for deposit to a deposit account (the "Collateral Account") of the Grantor maintained with the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent until delivery thereof is made Lender hereunder shall be segregated from other funds of Partnership and shall be forthwith paid over to the Collateral Agent. The Collateral Agent will not give the notice referred to Lender in the preceding sentence unless there same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Partnership so long as no Event of Default shall have occurred and be continuing a Default of the nature set forth in Section 11.01(for (B) or 11.01(g) of the Credit Agreement or an if any Event of DefaultDefault shall have occurred and be continuing, applied as provided by Section 5.1(b), and (ii) Partnership shall not, without the prior written consent of Lender, adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.
(c) Subject to In the terms event that any of the Senior Note Intercreditor AgreementReceivables is evidenced by a promissory note or other written instrument, the Collateral Agent Partnership shall have the right provide notice to apply any amount Lender to such effect, and Partnership shall, at Partnership's expense, deliver such instruments and documents, and take such actions, as Lender shall reasonably request in the Collateral Account order to the payment of any Secured Obligations which are due perfect and payable protect Lender's Lien on such promissory note or payable upon demand, or to the payment of any Secured Obligations at any time that an Event of Default shall existother written instrument.
Appears in 1 contract
Samples: Security Agreement (American Radio Systems Corp /Ma/)
As to Receivables. (a) The Such Grantor shall will: (i) keep its place(s) of business and chief executive office and the office(s) where it keeps its records Records concerning the Receivables, and all originals of all chattel paper Chattel Paper which evidenced Receivablesevidences Receivables (other than Chattel Paper delivered to the Collateral Agent pursuant to Section 3.5 or Section 4.6(a)), located at the address(es) set forth in Item D Section 3.2 and shall keep its other places of Schedule I heretobusiness at the addresses set forth in Section 3.2, or, upon 30 10 days' ’ prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 4.6 shall have been taken with respect to the ReceivablesReceivables and such other Collateral; (ii) not change its name name, corporate identity, jurisdiction of organization or federal taxpayer identification number except upon 30 10 days' ’ prior written notice to the Collateral Agent; (iii) hold and preserve such records and chattel paperRecords concerning the Receivables; and (iv) permit representatives of the Collateral Agent Agent, at any time reasonable times and intervals and upon reasonable notice during normal business hours to inspect (and make abstracts from photocopy extracts from) such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1Records.
(b) Upon written notice by the Collateral Agent to the Grantor pursuant to this Section 4.1.2(b), all proceeds of Collateral received by the Such Grantor shall be delivered in kind have the right to the Collateral Agent collect, demand, receive, receipt for, sxx for, compound and give acquittances for deposit any and all amounts due or to a deposit become due on Receivables and settle and adjust disputes and claims with its customers and account (the "Collateral Account") of the Grantor maintained debtors, handle returns and recoveries and grant discounts, credits and allowances with the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent until delivery thereof is made respect to the Collateral Agent. The Collateral Agent will not give the notice referred to Receivables in the preceding sentence unless there ordinary course of business so long as no Event of Default shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Defaultcontinuing.
(c) Subject The Grantors, both individually and collectively, shall not maintain, on or after the date that is 30 days following the Issue Date, any Deposit Account or Securities Account having an average closing balance in the aggregate for all such accounts in excess of $2,750,000 for any five (5) consecutive Business Day period unless the applicable Grantor and the applicable depository or securities intermediary, as the case may be, shall have entered into a Control Agreement governing such Deposit Account or Securities Account, as the case may be, in order to the terms of the Senior Note Intercreditor Agreement, cause the Collateral Agent shall to have the right control thereof.
(e) Such Grantor will not create any Chattel Paper without placing a legend on such Chattel Paper acceptable to apply any amount in the Collateral Account to Agent indicating that the payment of any Secured Obligations which are due and payable or payable upon demand, or to the payment of any Secured Obligations at any time that an Event of Default shall existCollateral Agent has a security interest in such Chattel Paper.
Appears in 1 contract
As to Receivables. (a) The Such Grantor shall will: (i) keep its place(s) of business and chief executive office and the office(s) where it keeps its records Records concerning the Receivables, and all originals of all chattel paper Chattel Paper which evidenced Receivablesevidences Receivables (other than Chattel Paper delivered to the Administrative Agent pursuant to Section 3.5 or Section 4.6(a)), located at the address(es) set forth in Item D Section 3.2 and shall keep its other places of Schedule I heretobusiness at the addresses set forth in Section 3.2, or, upon 30 days' ’ prior written notice to the Collateral Administrative Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 4.6 shall have been taken with respect to the ReceivablesReceivables and such other Collateral; (ii) not change its name name, corporate identity, jurisdiction of organization or federal taxpayer identification number except upon 30 days' ’ prior written notice to the Collateral Administrative Agent; (iii) hold and preserve such records and chattel paperRecords concerning the Receivables; and (iv) permit representatives of the Collateral Agent Administrative Agent, at any time reasonable times and intervals and upon reasonable notice during normal business hours to inspect (and make abstracts from photocopy extracts from) such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1Records.
(b) Upon written notice by Such Grantor shall have the Collateral Agent right to collect, demand, receive, receipt for, sxx for, compound and give acquittances for any and all amounts due or to become due on Receivables and settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances with respect to Receivables in the Grantor pursuant to this ordinary course of business so long as no Event of Default shall have occurred and be continuing.
(c) Except as otherwise provided in Section 4.1.2(b)7.2.19 of the Credit Agreement, all proceeds cash kept by a Grantor in a Deposit Account shall be kept in a Deposit Account subject to an applicable Control Agreement. All Proceeds of Collateral received by the such Grantor shall be delivered in kind to the Collateral Agent for deposit to a the applicable Controlled Deposit Account. Such Proceeds of Collateral received by such Grantor shall, prior to deposit account in the Controlled Deposit Account, be held (the "Collateral Account"i) of the Grantor maintained with the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold separate and apart from all from, and not commingled with, any other property, all such proceeds property and (ii) in express trust for the benefit of the Collateral Administrative Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Defaultapplicable Controlled Deposit Account.
(cd) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral The Administrative Agent shall have the right to apply any amount in any Controlled Deposit Account and/or the Collateral Concentration Account as set forth in the Credit Agreement.
(e) With respect to each Controlled Deposit Account and the Concentration Account, it is hereby confirmed and agreed that (i) deposits in each such account are subject to a security interest as contemplated hereby, (ii) each such account shall be under the sole dominion and control of the Administrative Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over such Collateral, in each case subject to the payment provisions of the applicable Control Agreement and the Credit Agreement.
(f) Such Grantor will not create any Secured Obligations which are due and payable or payable upon demand, or Chattel Paper without placing a legend on such Chattel Paper acceptable to the payment of any Secured Obligations at any time Administrative Agent indicating that an Event of Default shall existthe Administrative Agent has a security interest in such Chattel Paper.
Appears in 1 contract
As to Receivables. (a) The Grantor shall keep its place(s) of business and chief executive office and the office(s) office where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced evidences Receivables, located at the address(es) address set forth in Item D Section 3.4 and shall keep its other places of Schedule I heretobusiness at the addresses set forth in Section 3 of the Perfection Certificate delivered by the Grantor, or, upon 30 days' prior written notice to the Collateral Administrative Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 4.10 shall have been taken with respect to the ReceivablesReceivables and other Collateral; not change its name or federal taxpayer identification number except upon 30 days' prior written notice to the Collateral Administrative Agent; hold and preserve such records and chattel paper; and permit representatives of the Collateral Administrative Agent at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Administrative Agent a supplement to Schedule I hereto such Perfection Certificate on each date a Compliance Certificate is required to be delivered to the Collateral Administrative Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.13.4.
(b) Upon The Grantor shall have the right to collect all Receivables so long as no Default of the nature set forth in Section 8.1.9 of the Credit Agreement nor any Event of Default shall have occurred and be continuing.
(c) 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, upon written notice by the Collateral Administrative Agent to the Grantor pursuant to this Section 4.1.2(b4.4(c), all proceeds of Collateral received by the Grantor shall be delivered in kind to the Collateral Agent for deposit to a deposit an account maintained with the Administrative Agent (the "Collateral Account"). Proceeds of Collateral (other than Cash Collateral) of received by the Grantor maintained with shall, prior to deposit in the Collateral AgentAccount, and the Grantor shall not commingle any such proceeds, and shall hold be held separate and apart from all from, and not commingled with, any other property, all such proceeds property and in express trust for the benefit of the Collateral Administrative Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of DefaultAccount.
(cd) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral The Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, demand or to the payment of any Secured Obligations at any time that an Event of Default shall existhave occurred and be continuing.
(e) With respect to the Collateral Account, it is hereby confirmed and agreed that (i) deposits in each Collateral Account are subject to a security interest as contemplated hereby, (ii) the Collateral Account shall be under the sole dominion and control of the Administrative Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over the Collateral Account.
Appears in 1 contract
Samples: Borrower Security and Pledge Agreement (Nextel Partners Inc)
As to Receivables. (a) The Such Grantor shall will keep its place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced evidences Receivables, located at the address(es) set forth in Section 3.2 and shall keep its other places of business at the addresses set forth in Item D 3 of Schedule I heretothe Perfection Certificate, or, upon 30 days' prior written notice to the Collateral Administrative Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 4.6 shall have been taken with respect to the ReceivablesReceivables and such other Collateral; not change its name name, corporate identity, jurisdiction of organization or federal taxpayer identification number except upon 30 days' prior written notice to the Collateral Administrative Agent; hold and preserve such records and chattel paperrecords; and permit representatives of the Collateral Agent Administrative Agent, at any time reasonable times and intervals and upon reasonable notice during normal business hours to inspect (and make abstracts from photocopy extracts from) such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1records.
(b) Upon written notice by Such Grantor shall have the Collateral Agent right to collect, demand, receive, receipt for, sue xxr, compound and give acquittances for any and all amounts due or to become due on Receivables and settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances with respect to Receivables in the Grantor pursuant to this Section 4.1.2(b), all ordinary course of business so long as no Event of Default shall have occurred and be continuing.
(c) All proceeds of Collateral received by the such Grantor shall be delivered in kind to the Collateral Agent for deposit to a the applicable Lockbox Account. Such proceeds of Collateral received by such Grantor shall, prior to deposit account (in the "Collateral Lockbox Account") of the Grantor maintained with the Collateral Agent, and the Grantor shall not commingle any such proceeds, and shall hold be held separate and apart from all from, and not commingled with, any other property, all such proceeds property and in express trust for the benefit of the Collateral Administrative Agent until delivery thereof is made to the Collateral Agent. The Collateral Agent will not give the notice referred to in the preceding sentence unless there shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Defaultapplicable Lockbox Account.
(cd) Subject to the terms of the Senior Note Intercreditor Agreement, the Collateral The Administrative Agent shall have the right right, without further order or action of the Bankruptcy Court, to apply any amount in any Lockbox Account and/or the Collateral Concentration Account as set forth in the Credit Agreement and subject to the payment applicable provisions of the Revolver Intercreditor Agreement and any Secured Obligations which applicable requirements of the Financing Order.
(e) With respect to each Lockbox Account and the Concentration Account, it is hereby confirmed and agreed that (i) deposits in such account are due subject to a security interest as contemplated hereby, (ii) each such account shall be under the sole dominion and payable or payable upon demand, or control of the Administrative Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over such Collateral.
(f) Such Grantor will not create any chattel paper without placing a legend on such chattel paper acceptable to the payment of any Secured Obligations at any time Administrative Agent indicating that an Event of Default shall existthe Administrative Agent has a security interest in such chattel paper.
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Samples: Current Assets Secured Parties Security Agreement (Sterling Chemical Inc)
As to Receivables. (a) The Each Grantor shall keep its place(s) of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced Receivables, located at the address(es) set forth in Item D C of Schedule I IX hereto, or, upon 30 days' prior written notice to the Collateral AgentTrustee on or prior to any relocation, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 5.5 shall have been taken with respect to the Receivables; not change its name except upon 30 days' five (5) days prior written notice to the Collateral AgentTrustee; hold and preserve such records and chattel paper; and permit representatives of the Collateral Agent Trustee at any time during normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the each Grantor shall give the Collateral Agent Trustee a supplement to Schedule I IX hereto on each date a Compliance Certificate is required to be delivered that Satmex delivers its audited consolidated financial statements to the Collateral Agent under Trustee pursuant to the Credit AgreementIndenture, which shall set forth any changes to the information set forth in Section 3.1.15.6.
(b) Upon (i) the occurrence of a Priority Lien Event of Default of the type described in Section 6.01(10) of the Indenture (or of a corresponding type described in any other Priority Lien Document) and (ii) the delivery of written notice by the Collateral Agent Trustee as directed pursuant to an Act of Required Debtholders to the Grantor Grantors pursuant to this Section 4.1.2(b5.2(b), the Grantors shall instruct all account debtors in respect of Accounts, Chattel Paper and General Intangibles and all obligors on Instruments to make all payments in respect thereof either (A) directly to the Collateral Trustee (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Collateral Trustee or to the extent applicable by wire transfer in Dollars to an account as identified by the Collateral Trustee) or (B) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Collateral Trustee or to the extent applicable by wire transfer in Dollars to an account as identified by the Collateral Trustee) under arrangements, in form and substance satisfactory to the Collateral Trustee, pursuant to which the Grantors shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of Collateral received by the Grantor shall be delivered in kind such payments directly to the Collateral Agent for deposit Trustee. The Collateral Trustee’s rights to deliver a deposit account (written notice pursuant to the "Collateral Account") of the Grantor maintained with the Collateral Agent, and the Grantor preceding sentence shall not commingle any such proceeds, and shall hold separate and apart from all other property, all such proceeds in express trust for the benefit of the Collateral Agent until delivery thereof is made be subject to the Collateral Agent. The Trust Agreement and shall not be exercisable unless the Collateral Agent will not give the notice referred to Trustee shall have been notified in the preceding sentence unless writing that there shall have occurred and be continuing a Priority Lien Event of Default (other than a Priority Lien Event of Default of the nature set forth type described in Section 11.01(f) or 11.01(g6.01(10) of the Credit Agreement Indenture (or an Event of Default.
a corresponding type described in any other Priority Lien Document), in which case no such notice is required pursuant to clause (ci) Subject to the terms of the Senior Note Intercreditor Agreementpreceding sentence) and, until such time, the Collateral Agent Grantors shall have be entitled to collect, use and enjoy such Proceeds as otherwise permitted under the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or to the payment of any Secured Obligations at any time that an Event of Default shall existPriority Lien Documents.
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As to Receivables. (a) The Each Grantor shall (i) keep its place(s) principal place of business and chief executive office and the office(s) where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidenced Receivables, located Receivables at the address(es) addresses set forth in Item D of Schedule I hereto, or, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.1.7 shall have been taken with respect to such Grantor in Sections 2(a) and 2(b) of the Receivables; not change its name except upon 30 days' prior written notice Perfection Certificate or in the notice, if any, most recently delivered with respect to the Collateral Agent; such Grantor under Section 4.06 and (ii) hold and preserve such records and chattel paper; and permit representatives of the Collateral Agent at any time during in accordance with its normal business hours to inspect and make abstracts from such records and chattel paper. In addition, the Grantor shall give the Collateral Agent a supplement to Schedule I hereto on each date a Compliance Certificate is required to be delivered to the Collateral Agent under the Credit Agreement, which shall set forth any changes to the information set forth in Section 3.1.1practices.
(b) Upon written notice by the Collateral Agent to any Grantor to such effect after the Grantor pursuant to this Section 4.1.2(b)occurrence and during the continuance of an Event of Default, all proceeds of Collateral received by such Grantor during the Grantor continuance of such Event of Default shall be delivered in kind to the Collateral Agent for deposit to into a deposit account of such Grantor maintained with, or subject to the control of, the Collateral Agent (the "any such deposit account of any Grantor being referred to herein as a “Collateral Account") ”). With respect to any such proceeds, until such Event of the Grantor maintained with Default is no longer continuing, unless the Collateral AgentAgent directs otherwise, and the (i) each Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other property, property all such proceeds in express trust for the Collateral Agent, for the benefit of the Collateral Agent Secured Parties, until delivery thereof is made to the Collateral AgentAgent and (ii) no funds, other than proceeds of Collateral, will be deposited in any Collateral Account designated for the purpose of holding such proceeds. The Collateral Agent will agrees that it shall not give the notice referred to in the preceding sentence this paragraph unless there it believes, acting reasonably, that an Event of Default shall have occurred and be continuing a Default of the nature set forth in Section 11.01(f) or 11.01(g) of the Credit Agreement or an Event of Defaultis continuing.
(c) Subject to Upon the terms occurrence and during the continuance of the Senior Note Intercreditor Agreementan Event of Default, the Collateral Agent shall have the right to apply any amount in the any Collateral Account to the payment of any Secured Obligations which are due and payable or payable upon demand, or in the manner set forth in Section 6.03.
(d) Subject to the payment rights of any Secured Obligations at any time that an the Collateral Agent granted pursuant to the Loan Documents, each Grantor shall have the right, with respect to and to the extent of its collected funds in the Collateral Account, as long as no Event of Default has occurred and is continuing, to require the Collateral Agent, without any liability of the Collateral Agent except for its own gross negligence or willful misconduct (IT BEING UNDERSTOOD THAT THE COLLATERAL AGENT SHALL NOT BE LIABLE TO ANY SECURED PARTY FOR ANY NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE)), (i) to invest the amounts on deposit thereon in cash equivalent investments, provided that, in the case of certificated securities, the Collateral Agent (or its agent or bailee) shall existretain possession thereof as Collateral and, in the case of uncertificated securities, the Collateral Agent may take such actions, including registration of such securities in its name, as it shall determine is necessary to perfect its security interest therein, and (ii) to close such Collateral Account and return all funds, together with interest and profits (if any) thereon, on deposit therein to such Grantor.
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