Common use of Certain Matters Relating to Receivables Clause in Contracts

Certain Matters Relating to Receivables. (a) Upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three Business Days of receipt by such Grantor) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 and (ii) until so turned over, shall be held by such Grantor for the Collateral Agent and the Secured Parties. (c) Upon the occurrence and during the continuance of an Event of Default, upon the written request of the Collateral Agent, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and shipping receipts.

Appears in 6 contracts

Samples: Credit Agreement (INC Research Holdings, Inc.), Credit Agreement (INC Research Holdings, Inc.), Guarantee and Collateral Agreement (INC Research Holdings, Inc.)

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Certain Matters Relating to Receivables. The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Collateral Agent’s direction and control (a) Upon subject to Section 8.17), and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. Subject to Section 8.17, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) If if required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties. (c) Upon , segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the occurrence nature and during the continuance of an Event of Default, upon the written request source of the Collateral Agent, each Grantor shall deliver to payments included in the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and shipping receiptsdeposit.

Appears in 2 contracts

Samples: Security Agreement (Lri Holdings, Inc.), Security Agreement (Logan's Roadhouse of Kansas, Inc.)

Certain Matters Relating to Receivables. (a) Upon After the occurrence and during the continuance of an Event of Default, at the Collateral AgentLender hereby authorizes each Grantor to collect such Grantor’s reasonable request and at the expense of the relevant GrantorReceivables, such Grantor shall furnish subject to the Collateral Agent reports showing reconciliations, aging Lender’s direction and test verifications ofcontrol, and trial balances for, its material Receivables. (b) the Lender may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Collateral Agent Lender at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two (2) Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent Lender if required, in a Collateral Account maintained under the sole dominion and control of the Collateral AgentLender, subject to withdrawal by the Collateral Agent Lender for the account of the Secured Parties only as provided in Section 6.5 5.4, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent Lender and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) Upon At the Lender’s request, after the occurrence and during the continuance of an Event of Default, upon the written request of the Collateral Agent, each Grantor shall deliver to the Collateral Agent Lender all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 2 contracts

Samples: Security Agreement (Strattec Security Corp), Security Agreement (Strattec Security Corp)

Certain Matters Relating to Receivables. (a) Upon the occurrence and during the continuance So long as a Notice of an Event of DefaultAcceleration is in effect, at the Collateral Agent’s reasonable request and at Agent shall have the expense right, with written notice to the Company, to make test verifications of the relevant GrantorReceivables in accordance with Section 5.2(a) of this Agreement, such and each Grantor shall furnish to all such assistance and information as the Collateral Agent reports showing reconciliations, aging and may reasonably require in connection with such test verifications of, and trial balances for, its material Receivablesverifications. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Collateral Agent may pursuant to a written notice to the Company curtail or terminate said authority at any time when a Notice of Acceleration is in effect. If required by the Collateral Agent at any time after the occurrence and during the continuance while a Notice of an Event of DefaultAcceleration is in effect, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three five Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral AgentAccount, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. (c) Upon the occurrence and during the continuance When a Notice of an Event of DefaultAcceleration is in effect, upon the written request of at the Collateral Agent’s request pursuant to a written notice to the Company, each Grantor shall deliver to the Collateral Agent all original and other documents in its possession or control evidencing, and relating to, the agreements and transactions which that gave rise to the Receivables, including all original orders, invoices and shipping receiptsas the Collateral Agent shall reasonably request.

Appears in 2 contracts

Samples: Guarantee and Security Agreement (FS Energy & Power Fund), Guarantee and Security Agreement (American Capital, LTD)

Certain Matters Relating to Receivables. (a) Upon The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable . Upon written request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties. (c) Upon , segregated from other funds of such Grantor. After the occurrence and during the continuance of an Event of Default, upon the written request of if requested by the Collateral Agent, each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) At the Collateral Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Anvilire), Credit and Guaranty Agreement (FTT Holdings, Inc.)

Certain Matters Relating to Receivables. (a) Upon The Note Lien Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Note Lien Collateral Agent’s direction and control, and the Note Lien Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) Enforcement Event. If required by the Note Lien Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultEnforcement Event, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Note Lien Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Note Lien Collateral Agent, subject to withdrawal by the Note Lien Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Note Lien Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) Upon At the occurrence and during the continuance of an Event of Default, upon the written request of the Note Lien Collateral Agent’s request, each Grantor shall deliver to the Note Lien Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 2 contracts

Samples: Security Agreement (Thornburg Mortgage Inc), Security Agreement (Thornburg Mortgage Inc)

Certain Matters Relating to Receivables. (a) Upon The Collateral Agent hereby authorizes each Grantor to collect such Grantor's Receivables, subject to the Collateral Agent's direction and control, and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) . If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) Upon the occurrence and during the continuance of an Event of Default, upon the written request of At the Collateral Agent's request, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 2 contracts

Samples: Credit Agreement (Viasystems Group Inc), Guarantee and Collateral Agreement (Viasystems Inc)

Certain Matters Relating to Receivables. (a) Upon The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Collateral Agent’s reasonable direction and control, and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) . If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) Upon At the occurrence and Collateral Agent’s reasonable request during the continuance of an Event of Default, upon the written request of the Collateral Agent, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 2 contracts

Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)

Certain Matters Relating to Receivables. (a) Upon The Security Agent hereby authorizes each Grantor to collect such Grantor's Receivables, subject to the Security Agent's reasonable direction and control, and the Security Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) . If required by the Collateral Security Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Security Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Security Agent, subject to withdrawal by the Collateral Security Agent for the account of the Secured Parties Lenders only as provided in Section 6.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Security Agent and the Secured PartiesLenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) Upon At the occurrence and during the continuance of an Event of Default, upon the written request of the Collateral Security Agent's request, each Grantor shall deliver to the Collateral Security Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 2 contracts

Samples: Convertible Loan Agreement (Time Warner Inc/), Convertible Loan Agreement (Time Warner Inc/)

Certain Matters Relating to Receivables. (a) Upon The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable . Upon written request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) If required by the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two (2) Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Administrative Agent, subject to withdrawal by the Collateral Administrative Agent for the account of the Secured Parties only as provided in Section 6.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Administrative Agent and the other Secured Parties. (c) Upon , segregated from other funds of such Grantor. After the occurrence and during the continuance of an Event of Default, upon if requested by the written request Administrative Agent, each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the Collateral payments included in the deposit. (b) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 2 contracts

Samples: Amendment No. 3 (JELD-WEN Holding, Inc.), Amendment No. 4 (JELD-WEN Holding, Inc.)

Certain Matters Relating to Receivables. (a) Upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three (3) Business Days of receipt by such Grantor) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 and (ii) until so turned over, shall be held by such Grantor for the Collateral Agent and the Secured Parties. (c) Upon the occurrence and during the continuance of an Event of Default, upon the written request of the Collateral Agent, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and shipping receipts.

Appears in 2 contracts

Samples: Credit Agreement (Lantheus Holdings, Inc.), Term Loan Agreement (Lantheus Holdings, Inc.)

Certain Matters Relating to Receivables. (a) Upon the occurrence and during the continuance of Unless an Event of Default, at Default shall have occurred and be continuing and the Collateral Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s reasonable request and at the expense of the relevant Grantorintent to exercise its corresponding rights pursuant to this Section 7.1(a), such each Grantor shall furnish be permitted to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material collect such Grantor’s Receivables. (b) . If required by the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of ReceivablesReceivables included in the Collateral, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three five Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Administrative Agent, subject to withdrawal by the Collateral Administrative Agent for the account of the Secured Parties Lenders only as provided in Section 6.5 7.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Administrative Agent and the Secured PartiesLenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) Upon After the occurrence and during the continuance of an Event of Default, upon at the written request of the Collateral Administrative Agent’s request, each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables included in the Collateral, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Avis Budget Group, Inc.), Guarantee and Collateral Agreement (Avis Budget Group, Inc.)

Certain Matters Relating to Receivables. (a) Upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) If required by the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three Business Days of receipt by such Grantor) deposited by such Grantor in the exact same form received, duly indorsed by such Grantor to the Collateral Administrative Agent if reasonably required, in a Collateral Account maintained under the sole dominion and control of the Collateral Administrative Agent, subject to withdrawal by the Collateral Administrative Agent for the account of the Secured Parties Lenders only as provided in Section 6.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Administrative Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) Upon the occurrence and At any time during the continuance of an Event of Default, upon at the written request of the Collateral Administrative Agent’s request, each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Triumph Group Inc), Guarantee and Collateral Agreement (Triumph Group Inc)

Certain Matters Relating to Receivables. (a) Upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s 's reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three Business Days of receipt by such Grantor) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 and (ii) until so turned over, shall be held by such Grantor for the Collateral Agent and the Secured Parties. (c) Upon the occurrence and during the continuance of an Event of Default, upon the written request of the Collateral Agent, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Riverbed Technology, Inc.)

Certain Matters Relating to Receivables. (a) Upon The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables included in Collateral, and the Administrative Agent may by delivery of written notice to such Grantor curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) . If required by the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of such Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three ten (10) Business Days of receipt or such longer period as may be agreed by such Grantorthe Administrative Agent in its sole discretion) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Administrative Agent, subject to withdrawal by the Collateral Administrative Agent for the account of the Secured Parties only as provided in Section 6.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Administrative Agent and the Secured Parties, segregated from other funds of such Grantor. (cb) Upon At the occurrence and Administrative Agent’s reasonable request during the continuance of an Event of Default, upon the written request of the Collateral Agent, each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables included in Collateral hereunder, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Credit Agreement (Dole Food Co Inc)

Certain Matters Relating to Receivables. (a) Upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) If required by the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three Business Days of receipt by such Grantor) deposited by such Grantor in the exact same form received, duly indorsed by such Grantor to the Collateral Administrative Agent if reasonably required, in a Collateral Account maintained under the sole dominion and control of the Collateral Administrative Agent, subject to withdrawal by the Collateral Administrative Agent for the account of the Secured Parties Lenders only as provided in Section 6.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Administrative Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) Upon the occurrence and At any time during the continuance of an Event of Default, upon at the written request of the Collateral Administrative Agent's request, each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Triumph Group Inc)

Certain Matters Relating to Receivables. (a) Upon The Collateral Agent hereby authorizes each Grantor to collect such Grantor's Receivables, and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) . If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties. (c) Upon , segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the occurrence nature and during the continuance of an Event of Default, upon the written request source of the Collateral Agent, each Grantor shall deliver to payments included in the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and shipping receiptsdeposit.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hanover Compressor Co /)

Certain Matters Relating to Receivables. (a) Upon The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables; provided that the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) . If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two (2) Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 5.4, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. (cb) Upon At the Collateral Agent’s request, after the occurrence and during the continuance of Default or an Event of Default, upon the written request of the Collateral Agent, Default each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including including, without limitation, all original orders, invoices and shipping receiptsreceipts (other than Non-Deliverable Collateral).

Appears in 1 contract

Samples: Pledge and Security Agreement (Wynn Resorts LTD)

Certain Matters Relating to Receivables. (a) Upon The Collateral Agent hereby authorizes each Grantor to collect such Grantor's Receivables subject to the Collateral Agent's direction and control, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable and any Supporting Obligation, in each case, at its own expense; provided that the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) . If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (ia) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 5.6, and (iib) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties. (c) Upon , segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the occurrence nature and during the continuance of an Event of Default, upon the written request source of the Collateral Agent, each Grantor shall deliver to payments included in the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and shipping receiptsdeposit.

Appears in 1 contract

Samples: Pledge and Security Agreement (Stratosphere Leasing, LLC)

Certain Matters Relating to Receivables. (a) Upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) If required by the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Administrative Agent if required, in a Collateral Account maintained under over which the sole dominion and control of the Collateral AgentAdministrative Agent has control, subject to withdrawal by the Collateral Administrative Agent for the account of the Secured Parties only as provided in Section 6.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Administrative Agent and the other Secured Parties. (c) Upon , segregated from other funds of such Grantor. After the occurrence and during the continuance of an Event of Default, upon each such deposit of Proceeds of Receivables shall be accompanied, to the written request extent commercially practicable, by a report identifying in reasonable detail the nature and source of the Collateral payments included in the deposit. (b) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Credit Agreement (United Online Inc)

Certain Matters Relating to Receivables. (a) Upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) If required directed by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of ReceivablesReceivables that are included in the Collateral, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of Crest and the Secured Parties only as provided in Section 6.5 6.05, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent Crest and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables that are included in the Collateral shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) Upon the occurrence and during the continuance of If an Event of DefaultDefault has occurred and is continuing, upon the written request of at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to Receivables, that are included in the ReceivablesCollateral, including all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Cheniere Energy Inc)

Certain Matters Relating to Receivables. (a) Upon the occurrence and during the continuance of an Event of Default, at the Collateral AgentThe Administrative Agent hereby authorizes each Grantor to collect such Grantor’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications ofReceivables constituting Collateral, and trial balances for, its material Receivables. (b) If required by the Collateral Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, any . Any payments of such Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Administrative Agent if required, in a Collateral Deposit Account maintained under over which the sole dominion and control of the Collateral AgentAdministrative Agent has control, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Administrative Agent and the other Secured Parties. (c) Upon . After the occurrence and during the continuance of an Event of Default, upon at the written request of the Collateral Administrative Agent, each such deposit of Proceeds of such Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the such Receivables, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Credit Agreement (Ribbon Communications Inc.)

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Certain Matters Relating to Receivables. (a) Upon Subject to the Orders, the Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation in respect thereof and exercise each right it may have under any Receivable and any such Supporting Obligation, in each case, at its own expense; provided, however, that the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) . If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultDefault under Section 8.1(a) or 8.1(f) of the DIP ABL Credit Agreement, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith promptly (and, in any event, within three two (2) Business Days of receipt by such GrantorDays) be deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 6.6, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. (c) Upon the occurrence and during the continuance of an Event of Default, upon the written request of the Collateral Agent, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Super Priority Senior Secured Debtor in Possession Asset Based Revolving Credit Agreement (Revlon Consumer Products Corp)

Certain Matters Relating to Receivables. (a) Upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) If required by the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any Receivable may be collected by or on behalf of the Administrative Agent and any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Administrative Agent, subject to withdrawal by the Collateral Administrative Agent for the account of the Secured Parties only as provided in Section 6.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Administrative Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) Upon After the occurrence and during the continuance continuation of an Event of Default, upon at the written request of the Collateral Administrative Agent’s request, each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Advent Software Inc /De/)

Certain Matters Relating to Receivables. (a) Upon At any time during the continuance of an Event of Default, the Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Agent may require in connection with such test verifications. (b) the Agent hereby authorizes each Grantor to collect such Grantor's Receivables but the Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) . If required requested in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties Lenders only as provided in Section 6.5 6.4, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured PartiesLenders, segregated from other funds of such Grantor. (c) Upon At the Agent's written request at any time after the occurrence and during the continuance of an Event of Default, upon the written request of the Collateral Agent, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables that are Collateral, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Credit Agreement (M I Homes Inc)

Certain Matters Relating to Receivables. (a) Upon The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Collateral Agent may curtail or terminate said authority upon delivery of written notice to such Grantor only after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) . If required by the Collateral Agent at any time only after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three (3) Business Days of receipt by such Grantor) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 and (ii) until so turned over, shall be held by such Grantor for the Collateral Agent and the Secured Parties. (cb) Upon the occurrence and during the continuance of an Event of Default, upon the written request of the Collateral Agent, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Credit Agreement (Innoviva, Inc.)

Certain Matters Relating to Receivables. (a) Upon the occurrence The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) If required by the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of DefaultDefault and the exercise of remedies under Section 6 of the Indenture. At any time after the occurrence and during the continuance of an Event of Default and the exercise of remedies under Section 6 of the Indenture, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such Grantor) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. (cb) Upon the occurrence and during During the continuance of an Event of Default, Default and upon the written request exercise of remedies under Section 6 of the Collateral AgentIndenture, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Merge Healthcare Inc)

Certain Matters Relating to Receivables. (a) Upon Subject to the occurrence Orders, the Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables and during each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the continuance of an Event of DefaultReceivables and any Supporting Obligation in respect thereof and exercise each right it may have under any Receivable and any such Supporting Obligation, in each case, at its own expense; provided, however, that the Collateral Agent, at the Collateral Agent’s reasonable request and at the expense direction of the relevant GrantorRequired Lenders, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) If required by the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Collateral Agent, at the direction of the Required Lenders, at any time after the occurrence and during the continuance of an Event of Default under Section 8.1(a) or 8.1(f) of the DIP Credit Agreement, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith promptly (and, in any event, within three two (2) Business Days of receipt by such GrantorDays) be deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 6.6, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. (c) Upon the occurrence and during the continuance of an Event of Default, upon the written request of the Collateral Agent, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Superpriority Senior Secured Debtor in Possession Credit Agreement (Revlon Consumer Products Corp)

Certain Matters Relating to Receivables. (a) Upon At any time during the continuance of an Event of Default, the Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Agent may require in connection with such test verifications. (b) The Agent hereby authorizes each Grantor to collect such Grantor’s Receivables and the Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) . If required requested in writing by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control (within the meaning of Article 9 of the Collateral New York UCC) of the Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties Lenders only as provided in Section 6.5 5.4, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured PartiesLenders, segregated from other funds of such Grantor. (c) Upon At the Agent’s written request at any time after the occurrence and during the continuance of an Event of Default, upon the written request of the Collateral Agent, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables that are Collateral, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Credit Agreement (Clarksburg Skylark, LLC)

Certain Matters Relating to Receivables. (a) Upon The Administrative Agent shall have the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense right to make test verifications of the relevant GrantorReceivables in any manner and through any medium that it reasonably considers advisable, such and each Grantor shall furnish to all such assistance and information as the Collateral Administrative Agent reports showing reconciliations, aging and may require in connection with such test verifications of, and trial balances for, its material Receivablesverifications. (b) If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of DefaultAdministrative Agent, any payments of such Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Administrative Agent, subject to withdrawal by the Collateral Administrative Agent for the account of the Secured Parties only as provided in Section 6.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) Upon At the occurrence and during the continuance of an Event of Default, upon the written request of the Collateral Administrative Agent’s request, each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including including, without limitation, all original orders, invoices orders and shipping receiptsinvoices.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (ABX Holdings, Inc.)

Certain Matters Relating to Receivables. (a) Upon In addition to the inspection and other rights under Section 6.10 of the Credit Agreement, upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at Administrative Agent shall have the expense right to make test verifications of the relevant GrantorReceivables in any manner and through any medium that it reasonably considers advisable and that is reasonably acceptable to Grantors, such and each Grantor shall furnish to all such assistance and information as the Collateral Administrative Agent reports showing reconciliations, aging and may require in connection with such test verifications of, and trial balances for, its material Receivablesverifications. (b) If required by the Collateral Agent at any time after upon the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a deposit account (each, a “Collateral Account Account”) maintained under the sole dominion and control of the Collateral AgentAgent as security for the Obligations, subject to withdrawal by the Collateral Agent for the account of the Secured Parties Lenders only as provided in Section 6.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties. (c) Upon Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the occurrence nature and during the continuance of an Event of Default, upon the written request source of the Collateral Agent, each Grantor shall deliver to payments included in the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and shipping receiptsdeposit.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (ARC Group Worldwide, Inc.)

Certain Matters Relating to Receivables. (a) Upon The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables constituting Collateral, and the Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (bDefault(b) . If required by the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Administrative Agent if required, in a Collateral Account maintained under over which the sole dominion and control of the Collateral AgentAdministrative Agent has control, subject to withdrawal by the Collateral Administrative Agent for the account of the Secured Parties only as provided in Section 6.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Administrative Agent and the other Secured Parties. (c) Upon , segregated from other funds of such Grantor. After the occurrence and during the continuance of an Event of Default, upon each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the written request nature and source of the Collateral payments included in the deposit. (c) At the Administrative Agent’s request, after the occurrence of an Event of Default, each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (TransMedics Group, Inc.)

Certain Matters Relating to Receivables. (a) Upon The Collateral Trustee, on behalf of the Secured Parties, hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Collateral Trustee’s direction and control, and the Collateral Trustee may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) . If required by the Collateral Agent Trustee at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent Trustee if required, in a Collateral Account maintained under the sole dominion and control of the Collateral AgentTrustee, subject to withdrawal by the Collateral Agent Trustee for the account of the Secured Parties only as provided in Section 6.5 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent Trustee and the Secured Parties. (c) Upon , segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the occurrence nature and during the continuance of an Event of Default, upon the written request source of the Collateral Agent, each Grantor shall deliver to payments included in the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and shipping receiptsdeposit.

Appears in 1 contract

Samples: Term Loan Agreement (Chesapeake Energy Corp)

Certain Matters Relating to Receivables. (a) Upon The Collateral Agent hereby authorizes each Grantor to collect such Grantor's Receivables, subject to the Collateral Agent's direction and control, and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) . If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 6.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (ca) Upon the occurrence and during the continuance of an Event of Default, upon the written request of At the Collateral Agent's request, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Wire Harness Industries Inc)

Certain Matters Relating to Receivables. (a) Upon the occurrence and during the continuance of Unless an Event of Default, at Default shall have occurred and be continuing and the Collateral Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s reasonable request and at the expense of the relevant Grantorintent to exercise its corresponding rights pursuant to this Section 7.1(a), such each Grantor shall furnish be permitted to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material collect such Grantor’s Receivables. (b) . If required by the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of ReceivablesReceivables included in the Collateral, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three five (5) Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Administrative Agent, subject to withdrawal by the Collateral Administrative Agent for the account of the Secured Parties Lenders only as provided in Section 6.5 7.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Administrative Agent and the Secured PartiesLenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) Upon After the occurrence and during the continuance of an Event of Default, upon at the written request of the Collateral Administrative Agent’s request, each Grantor shall deliver to the Collateral Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables included in the Collateral, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Credit Agreement (Avis Budget Group, Inc.)

Certain Matters Relating to Receivables. (a) Upon The Security Agent hereby authorizes each Grantor to collect such Grantor's Receivables, subject to the Security Agent's reasonable direction and control, and the Security Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, its material Receivables. (b) . If required by the Collateral Security Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three two Business Days of receipt by such GrantorDays) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Security Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Security Agent, subject to withdrawal by the Collateral Security Agent for the account of the Secured Parties Lender only as provided in Section 6.5 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Security Agent and the Secured PartiesLender, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (cb) Upon At the occurrence and during the continuance of an Event of Default, upon the written request of the Collateral Security Agent's request, each Grantor shall deliver to the Collateral Security Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Binc Acquisition Corp)

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