Common use of Certain Matters Relating to Receivables Clause in Contracts

Certain Matters Relating to Receivables. (a) At any time during the continuance of an Event of Default, upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit Agreement, any payments of Receivables, when collected by any Grantor (other than Holdings), (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties only as provided in Section 6.6, and (ii) until so turned over, shall be held by such Grantor in trust for the 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) If an Event of Default has occurred and is continuing and at the Administrative Agent’s request, each Grantor (other than Holdings) shall deliver to the Administrative Agent all documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all orders, invoices and shipping receipts.

Appears in 2 contracts

Samples: Credit Agreement (Allison Transmission Holdings Inc), Guarantee and Collateral Agreement (Allison Transmission Holdings Inc)

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Certain Matters Relating to Receivables. (a) At 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, upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) . If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of over which the Administrative AgentAgent has control, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Each After the occurrence of an Event of Default, 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) If an Event of Default has occurred and is continuing and at At the Administrative Agent’s request, after the occurrence of an Event of Default each Grantor (other than Holdings) shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Enernoc Inc), Guarantee and Collateral Agreement (Enernoc Inc)

Certain Matters Relating to Receivables. (a) At The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables (and, with respect to each U.S. Revolving Borrower and the Singapore Borrower, to collect such Grantor’s receivables in accordance with Section 6.3 of the Credit Agreement), 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, upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) . If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of over which the Administrative AgentAgent has control, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Each After the occurrence and during the continuance of an Event of Default, 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) If an Event of Default has occurred and is continuing and at At the Administrative Agent’s request, after the occurrence of an Event of Default, each Grantor (other than Holdings) shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Ultra Clean Holdings Inc)

Certain Matters Relating to Receivables. (a) At any time during the continuance of an Event of Default, upon the The Administrative AgentAgent hereby authorizes each Grantor to collect such Grantor’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to Receivables and the Administrative Agent to furnish to may curtail or terminate said authority at any time after an unwaived Event of Default that has not been cured within the Administrative Agent reports showing reconciliationsapplicable cure period, aging and test verifications of, and trial balances for, the Receivables. (b) if any. If required by the Administrative Agent at any time after the occurrence and during the continuance of an unwaived Event of Default under Section 8(a) or 8(f) of that has not been cured within the Credit Agreementapplicable cure period, if any, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of over which the Administrative AgentAgent has control, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Each After an unwaived Event of Default that has not been cured within the applicable cure period, if any, 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) If an Event of Default has occurred and is continuing and at At the Administrative Agent’s request, after the occurrence of an Event of Default each Grantor (other than Holdings) shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Netlogic Microsystems Inc), Bvi Guarantee and Collateral Agreement (Netlogic Microsystems Inc)

Certain Matters Relating to Receivables. (a) At After an Event of Default has occurred and is continuing, the Administrative 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 Administrative Agent may require in connection with such test verifications. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor's Receivables. The Administrative Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default, upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) . If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties only as provided in Section 6.66.7 hereof, and (ii) until so turned over, shall be held by such Grantor in trust for the 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) If At the Administrative Agent's request, upon the occurrence and during the continuance of an Event of Default has occurred and is continuing and at the Administrative Agent’s requestDefault, each Grantor (other than Holdings) shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Business Sound Inc), Credit Agreement (Business Sound Inc)

Certain Matters Relating to Receivables. (a) At 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, upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) . If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of over which the Administrative AgentAgent has control, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Each After the occurrence and during the continuance of an Event of Default, 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) If an Event of Default has occurred and is continuing and at At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor (other than Holdings) shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 2 contracts

Samples: Credit Agreement (Organogenesis Holdings Inc.), Guarantee and Collateral Agreement (Kaltura Inc)

Certain Matters Relating to Receivables. (a) At 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, upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) . If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of over which the Administrative AgentAgent has control, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Each After the occurrence and during the continuance of an Event of Default, 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) If an Event of Default has occurred and is continuing and at At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default each Grantor (other than Holdings) shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Sunpower Corp)

Certain Matters Relating to Receivables. (a) At 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, upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) . If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Commodity Account, Deposit Account or Securities Account that is subject to a Control Account maintained under the sole dominion and control Agreement in favor of the Administrative AgentAgent (a “Collateral Account”), subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Each After the occurrence and during the continuance of an Event of Default, 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) If an Event of Default has occurred and is continuing and at At the Administrative Agent’s request, after the occurrence of an Event of Default, each Grantor (other than Holdings) shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Credit Agreement (Barracuda Networks Inc)

Certain Matters Relating to Receivables. (a) At any time during the continuance of an Event of Default, upon the Administrative AgentLender hereby authorizes each Grantor to collect such Grantor’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications ofReceivables, and trial balances for, the Receivables. (b) If required by the Administrative Agent Lender may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) Default. If required by Lender at any time after the occurrence and during the continuance of the Credit Agreementan Event of Default, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent Lender if so required, in a Control Collateral Account maintained under the sole dominion and control of the Administrative Agentover which Lender has control, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties Lender only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured PartiesLender, segregated from other funds of such Grantor. Each After the occurrence and during the continuance of an Event of Default, 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) If At Lender’s request, after the occurrence and during the continuance of an Event of Default has occurred and is continuing and at the Administrative Agent’s requestDefault, each Grantor (other than Holdings) shall deliver to the Administrative Agent Lender all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Rightside Group, Ltd.)

Certain Matters Relating to Receivables. (ab) At The Administrative Agent hereby authorizes each Grantor to collect such Grantor's Receivables, subject to the Administrative Agent's direction and control, 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, upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) . If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties Lenders only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other 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. (c) If an Event of Default has occurred and is continuing and at At the Administrative Agent’s 's request, each Grantor (other than Holdings) shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Nebraska Book Co)

Certain Matters Relating to Receivables. (a) At any time during the continuance of an Event of Default, upon the Administrative Agent’s 's reasonable request at the expense of the relevant Grantor (other than Holdings)Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit Agreement, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent, the Canadian Administrative Agent and the other Secured Parties Lenders only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent, the Canadian Administrative Agent and the other 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. (c) If an Event of Default has occurred and is continuing and at the Administrative Agent’s 's request, each Grantor (other than Holdings) shall deliver to the Administrative Agent all documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Cogent Management Inc)

Certain Matters Relating to Receivables. (a) At If an Event of Default shall have occurred and be continuing, the Administrative 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 Administrative Agent may require in connection with such test verifications. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Administrative Agent’s direction and control, 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, upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) . If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties Lenders only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other 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. (c) If an Event of Default has occurred and is continuing and at the Administrative Agent’s request, each Grantor (other than Holdings) shall deliver to the Administrative Agent all documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Credit Agreement (Mirant North America, LLC)

Certain Matters Relating to Receivables. (a) At The Administrative Agent authorizes each Grantor to collect such Grantor’s Receivables (and, with respect to Borrower, to collect its Receivables in accordance with Section 6.3 of the Credit Agreement), and the Administrative Agent may curtail or terminate such authority at any time during the continuance of an Event of Default. If required by the Administrative Agent at any time during the continuance of an Event of Default, upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit Agreement, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of over which the Administrative AgentAgent has control, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Each During the continuance of an Event of Default, 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) If an Event of Default has occurred and is continuing and at At the Administrative Agent’s request, during the continuance of an Event of Default, each Grantor (other than Holdings) shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Ultra Clean Holdings Inc)

Certain Matters Relating to Receivables. (a) At 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, upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) . If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of over which the Administrative AgentAgent has control, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Each After the occurrence and during the continuance of an Event of Default, 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) If an Event of Default has occurred and is continuing and at At the Administrative Agent’s request, after the occurrence of an Event of Default, each Grantor (other than Holdings) shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Global Telecom & Technology, Inc.)

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Certain Matters Relating to Receivables. (a) ii. At any time during the continuance of an Event of Defaultand from time to time, upon the Administrative Agent’s 's reasonable request and at the expense of the relevant Grantor (other than Holdings)Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent Agent, to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) . The Administrative Agent hereby authorizes each Grantor to collect such Grantor's Receivables, subject to the Administrative Agent's direction and control, 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. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties Lenders only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other 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. (c) If an Event of Default has occurred and is continuing and at . At the Administrative Agent’s 's reasonable request, each Grantor (other than Holdings) shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Credit Agreement (Home Interiors & Gifts Inc)

Certain Matters Relating to Receivables. (a) At 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, upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) . If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of over which the Administrative AgentAgent has control, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Each At the Administrative Agent’s request after the occurrence and during the continuance of an Event of Default, 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) If an Event of Default has occurred and is continuing and at At the Administrative Agent’s request, during the existence of an Event of Default, each Grantor (other than Holdings) shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, and invoices and shipping receipts.

Appears in 1 contract

Samples: Credit Agreement (Extreme Networks Inc)

Certain Matters Relating to Receivables. (a) At any time during the continuance of an Event of Defaultand from time to time, upon the Administrative Agent’s reasonable 's request and at the expense of the relevant Grantor (other than Holdings)Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor's Receivables, subject to the Administrative Agent's direction and control, 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. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties Lenders only as provided in Section 6.66.5 of the Credit Agreement, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other 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. (c) If an Event of Default has occurred and is continuing and at At the Administrative Agent’s 's request, each Grantor (other than Holdings) shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Reliant Building Products Inc)

Certain Matters Relating to Receivables. (a) At 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, upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) . If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of over which the Administrative AgentAgent has control, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Grantor. Each After the occurrence and during the continuance of an Event of Default, 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) If an Event of Default has occurred and is continuing and at At the Administrative Agent’s reasonable request, after the occurrence and during the continuance of an Event of Default, each Grantor (other than Holdings) shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Axcelis Technologies Inc)

Certain Matters Relating to Receivables. (a) At 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, upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) . If required by the Administrative Collateral Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Administrative Collateral Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of the Administrative Collateral Agent, subject to withdrawal by the Administrative Collateral Agent for the account of the Administrative Agent and the other Secured Parties only as provided in Section 6.65, and (ii) until so turned over, shall be held by such Grantor in trust for the 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. (cb) If an Event of Default has occurred and is continuing and at At the Administrative Collateral Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor (other than Holdings) shall deliver to the Administrative Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the ReceivablesReceivables (other than Non-Deliverable Collateral), including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Pledge and Security Agreement (FiberTower CORP)

Certain Matters Relating to Receivables. (a) At 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, upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) . If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the 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. (cb) If an Event of Default has occurred and is continuing and at At the Administrative Agent’s requestrequest after the occurrence and during the continuance of an Event of Default, each Grantor (other than Holdings) shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

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

Certain Matters Relating to Receivables. (a) 1. At any time during the continuance of while an Event of DefaultDefault shall have occurred and be continuing, upon the Administrative Agent’s reasonable 's request and at the expense of the relevant Grantor (other than Holdings)Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) 2. 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. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties Lenders only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other 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. (c) If an Event of Default has occurred and is continuing and at 3. At the Administrative Agent’s 's request, each Grantor (other than Holdings) shall deliver to the Administrative Agent Agent, and have recorded, all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the then existing Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (STC Broadcasting Inc)

Certain Matters Relating to Receivables. (a) At 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, upon the Administrative Agent’s reasonable request at the expense of the relevant Grantor (other than Holdings), such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) . If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) of the Credit AgreementDefault, any payments of Receivables, when collected by any Grantor (other than Holdings)Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if so required, in a Control Collateral Account maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Administrative Agent and the other Secured Parties Lenders only as provided in Section 6.66.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Administrative Agent and the other 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) If an Event of Default has occurred and is continuing and at At the Administrative Agent’s requestrequest after the occurrence and during the continuance of an Event of Default, each Grantor (other than Holdings) shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Appears in 1 contract

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

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