Common use of Collection of Accounts, General Intangibles, Negotiable Collateral Clause in Contracts

Collection of Accounts, General Intangibles, Negotiable Collateral. (a) On or before the Closing Date, Foothill, Borrower, and the Blocked Account Bank shall enter into the Blocked Account Agreement, in form and substance satisfactory to Foothill in its sole discretion, pursuant to which all of the proceeds of Borrower's cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) will be forwarded to Foothill on a daily basis. Borrower agrees that it will continue to consolidate its receipts into the Blocked Account on each banking day and will not fail to consolidate its receipts into the Blocked Account on any banking day without the prior written consent of Foothill. At any time that an Event of Default has occurred and is continuing, Foothill may: (a) notify customers or Account Debtors of Borrower that the Accounts, General Intangibles, or Negotiable Collateral have been assigned to Foothill or that Foothill has a security interest therein; and (b) collect the Accounts, General Intangibles, and Negotiable Collateral directly and charge the collection costs and expenses to Borrower's loan account. Borrower agrees that it will hold in trust for Foothill, as Foothill's trustee, any cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) that it receives and immediately will deliver said cash receipts, checks, and other items of payment to Foothill in their original form as received by Borrower. (b) On or before the First Amendment Closing Date, Foothill, USLVD, and the Lockbox Bank shall enter into the Lockbox Agreement, in form and substance satisfactory to Foothill in its sole discretion, pursuant to which all of USLVD's cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) that are received by the Lockbox Bank are to be forwarded by the Lockbox Bank to Foothill on a daily basis. At any time that an Event of Default has occurred and is continuing, Foothill or Foothill's designee may: (a) notify customers or Account Debtors of USLVD that the Accounts, General Intangibles, or Negotiable Collateral have been assigned to Foothill or that Foothill has a security interest therein; and (b) collect the Accounts, General Intangibles, and Negotiable Collateral directly and charge the collection costs and expenses to Borrower's loan account. Borrower agrees that it will cause USLVD to hold, in trust for Foothill, as Foothill's trustee, any cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) that USLVD receives and cause USLVD immediately to deliver said cash receipts, checks, and other items of payment to Foothill in their original form as received by USLVD.

Collection of Accounts, General Intangibles, Negotiable Collateral. (a) On or before the Closing Date, Foothill, Borrower, and the Blocked Account Bank shall enter Borrower agrees that it will continue to consolidate their net receipts into the Blocked Concentration Account Agreementin accordance with their past practices as they exist on the Effective Date and that such consolidation will occur not less frequently than weekly (or, following the occurrence and during the continuation of an Event of Default, daily) and will not fail to consolidate their receipts into the Concentration Account during any week (or, following the occurrence and during the continuation of an Event of Default, any day) without the prior written consent of Foothill. In this regard, the net proceeds (as determined in form and substance satisfactory to Foothill in its sole discretion, pursuant to which accordance with Borrower's past practices as they exist on the Effective Date) of all of the proceeds of Borrower's cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) automatically will be forwarded to Foothill transferred, directly or indirectly, on a daily basis. Borrower agrees that it will continue weekly (or, following the occurrence and during the continuation of an Event of Default, daily) basis from the original deposit account to consolidate its receipts which they are deposited into the Blocked Account on each banking day Concentration Account. Unless an Event of Default has occurred and will not fail is continuing or Foothill reasonably deems itself insecure (in accordance with Section 1208 of the Code), Borrower shall be entitled to consolidate its receipts use the proceeds of the funds deposited into the Blocked Concentration Account on any banking day without in the prior written consent ordinary course of Foothilltheir business and consistent with the terms of this Agreement. From and after the occurrence and during the continuation of an Event of Default or at such time as Foothill deems itself insecure (in accordance with Section 1208 of the Code), but not before, Foothill shall be entitled to send the Sweep Letters to the Concentration Account Bank, the Network Concentration Account Bank, or the FPTV Account Banks, or exercise its rights under the Tri-Party Agreements, as applicable, instructing the Concentration Account Bank, the Network Concentration Account Bank, or the FPTV Account Bank to remit the proceeds of all of Group's, Network's, or the FPTV Debtor's cash receipts, checks, and other items of payment directly to an identified deposit account maintained by Foothill and, upon receipt therein, Foothill shall apply same to reduce the amount of the Obligations. At any time that an Event of Default has occurred and is continuing, Foothill or Foothill's designee may: (a) notify customers or Account Debtors of Borrower that the Accounts, General Intangibles, or Negotiable Collateral have been assigned to Foothill or that Foothill has a security interest therein; and (b) collect the Accounts, General Intangibles, and Negotiable Collateral directly and charge the reasonable collection costs and expenses to Borrower's loan account. Borrower agrees that it will hold in trust for Foothill, as Foothill's trustee, any cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) that it receives and immediately weekly, or daily, as applicable hereinabove, will deliver said cash receipts, checks, and other items of payment to Foothill the Concentration Account Bank in their original form as received by Borrower. (b) On or before the First Amendment Closing Date, Foothill, USLVD, and the Lockbox Bank shall enter into the Lockbox Agreement, in form and substance satisfactory to Foothill in its sole discretion, pursuant to which all of USLVD's cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) that are received by the Lockbox Bank are to be forwarded by the Lockbox Bank to Foothill on a daily basis. At any time that an Event of Default has occurred and is continuing, Foothill or Foothill's designee may: (a) notify customers or Account Debtors of USLVD that the Accounts, General Intangibles, or Negotiable Collateral have been assigned to Foothill or that Foothill has a security interest therein; and (b) collect the Accounts, General Intangibles, and Negotiable Collateral directly and charge the collection costs and expenses to Borrower's loan account. Borrower agrees that it will cause USLVD to hold, in trust for Foothill, as Foothill's trustee, any cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) that USLVD receives and cause USLVD immediately to deliver said cash receipts, checks, and other items of payment to Foothill in their original form as received by USLVD.

Collection of Accounts, General Intangibles, Negotiable Collateral. (a) On or before the Closing Date, Foothill, Borrower, Circuits, Canadian Guarantor, and the Blocked Account Bank Lockbox Banks shall enter into the Blocked Account AgreementLockbox Agreements, in form and substance satisfactory to Foothill in its sole discretion, (x) pursuant to which all of the proceeds of Borrower's and Circuits' cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) will be forwarded to Foothill on a daily basis. Borrower agrees that it , and (y) pursuant to which all of Canadian Guarantor's cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) will continue be deposited to consolidate its receipts into an account of Foothill maintained with the Blocked Account on each banking day Canadian Lockbox Bank and will not fail to consolidate its receipts into the Blocked Account on any banking day without the prior written consent of Foothill. At any time that an be transferred, so long as no Event of Default has occurred and is continuing, to an account of Canadian Guarantor, and, upon the occurrence and during the continuance of an Event of Default, to Foothill. At any time after the occurrence and during the continuance of an Event of Default, Foothill or Foothill's designee may: (a) notify customers or Account Debtors of Borrower Borrower, Circuits, or Canadian Guarantor that the Accounts, General Intangibles, or Negotiable Collateral have been assigned to Foothill or that Foothill has a security interest therein; and (b) collect the Accounts, General Intangibles, and Negotiable Collateral directly and charge the collection costs and expenses to Borrower's loan account. Borrower agrees that it will hold in trust for Foothill, as Foothill's trustee, any cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) that it receives and immediately will deliver said cash receipts, checks, and other items of payment to Foothill in their original form as received by Borrower. (b) On or before the First Amendment Closing Date, Foothill, USLVD, and the Lockbox Bank shall enter into the Lockbox Agreement, in form and substance satisfactory to Foothill in its sole discretion, pursuant to which all of USLVD's cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) that are received by the Lockbox Bank are to be forwarded by the Lockbox Bank to Foothill on a daily basis. At any time that an Event of Default has occurred and is continuing, Foothill or Foothill's designee may: (a) notify customers or Account Debtors of USLVD that the Accounts, General Intangibles, or Negotiable Collateral have been assigned to Foothill or that Foothill has a security interest therein; and (b) collect the Accounts, General Intangibles, and Negotiable Collateral directly and charge the collection costs and expenses to Borrower's loan account. Borrower agrees that it will to cause USLVD Circuits and Canadian Guarantor to hold, hold in trust for Foothill, as Foothill's trustee, any cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) that USLVD it receives and cause USLVD immediately to deliver said cash receipts, checks, and other items of payment to Foothill the Lockbox in their original form as received by USLVDCircuits or Canadian Guarantor.

Collection of Accounts, General Intangibles, Negotiable Collateral. (a) On or before the Relevant Closing Date, Foothill, BorrowerBorrower and Guarantor, and the Blocked Account Bank Lockbox Banks shall enter into the Blocked Account AgreementLockbox Agreements, in form and substance satisfactory to Foothill in its sole discretion, (x) pursuant to which all of the proceeds of Borrower's cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) will be forwarded to Foothill on a daily basis. Borrower agrees that it , and (y) pursuant to which all of Guarantor's cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) will continue be deposited to consolidate its receipts into the Blocked Account on each banking day and will not fail an account of Foothill to consolidate its receipts into the Blocked Account on any banking day without the prior written consent of Foothill. At any time that an be transferred, so long as no Event of Default has occurred and is continuing, to an account of Guarantor. At any time, Foothill or Foothill's designee may: (a) notify customers or Account Debtors of Borrower and Guarantor that the AccountsAccounts of Borrower and Guarantor, General Intangibles, or Negotiable Collateral have been assigned to Foothill or that Foothill has a security interest therein; and (b) collect the AccountsAccounts of Borrower and Guarantor, General Intangibles, and Negotiable Collateral directly and charge the collection costs and expenses to Borrower's loan account. Borrower agrees that it will hold in trust for Foothill, as Foothill's trustee, any cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) that it receives and immediately will deliver said cash receipts, checks, and other items of payment to Foothill in their original form as received by Borrower. (b) On or before the First Amendment Closing Date, Foothill, USLVD, and the Lockbox Bank shall enter into the Lockbox Agreement, in form and substance satisfactory to Foothill in its sole discretion, pursuant to which all of USLVD's cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) that are received by the Lockbox Bank are to be forwarded by the Lockbox Bank to Foothill on a daily basis. At any time that an Event of Default has occurred and is continuing, Foothill or Foothill's designee may: (a) notify customers or Account Debtors of USLVD that the Accounts, General Intangibles, or Negotiable Collateral have been assigned to Foothill or that Foothill has a security interest therein; and (b) collect the Accounts, General Intangibles, and Negotiable Collateral directly and charge the collection costs and expenses to Borrower's loan account. Borrower agrees that it will cause USLVD to hold, in trust for Foothill, as Foothill's trustee, any cash receipts, checks, and other items of payment (including, insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) that USLVD receives and cause USLVD immediately to deliver said cash receipts, checks, and other items of payment to Foothill in their original form as received by USLVD.