Common use of Collection of Proceeds Clause in Contracts

Collection of Proceeds. 3.1 Debtor agrees to collect and enforce payment of all Collateral until Secured Party shall direct Debtor to the contrary. Immediately upon notice to Debtor by Secured Party and at all times after that, Debtor agrees to fully and promptly cooperate and assist Secured Party in the collection and enforcement of all Collateral and to hold in trust for Secured Party all payments received in connection with Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a lien or security interest which Debtor now or later has regarding Collateral. Immediately upon and after such notice, Debtor agrees to (a) endorse to Secured Party and immediately deliver to Secured Party all payments received on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Secured Party all property in Debtor’s possession or later coming into Debtor’s possession through enforcement of Debtor’s rights or interests in the Collateral, Debtor irrevocably authorizes Secured Party or any Secured Party employee or agent to endorse the name of Debtor upon any checks or other items which are received in payment for any Collateral, and to do any and all things necessary in order to reduce these items to money. Secured Party shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Secured Party. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to the Collateral. Nothing in this Section 3.1 shall be deemed a consent by Secured Party to any sale, lease or other disposition of any Collateral. 3.2 Debtor agrees that immediately upon Secured Party’s request (whether or not any Event of Default exists) but subject to the rights as of the date hereof of Comerica Bank and/or CIT Group/Commercial Services, Inc., the Secured Obligations shall be on a “remittance basis” in accordance with the following. In connection therewith, Debtor shall at its sole expense establish and maintain (and Secured Party, at Secured Party’s option may establish and maintain at Debtor’s expense): (a) A United States Post Office lock box (the “Lock Box”), to which Secured Party shall have exclusive access and control. Debtor expressly authorizes Secured Party, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) A non-interest bearing deposit account with a financial institution selected by Secured Party over which Secured Party shall have the “control” contemplated by the Uniform Commercial Code to perfect Secured Party’s security interest in such account (the “Cash Collateral Account”) and to which Secured Party shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Secured Party’s request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Secured Party to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Secured Party on account of partial or full payment of, or with respect to, any Collateral shall, at Secured Party’s option, (i) be applied to the payment of the Secured Obligations, whether then due or not, in such order or at such time of application as Secured Party may determine in its sole discretion, or, (ii) be deposited to the Cash Collateral Account. Debtor agrees that Secured Party shall not be liable for any loss or damage which Debtor may suffer as a result of Secured Party’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Secured Party harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorneys fees and INCLUDING ANY CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM SECURED PARTY’S OWN NEGLIGENCE, except and to the extent (but only to the extent) caused by Secured Party’s gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Debtor agrees to collect and enforce payment of all Collateral until the Secured Party shall direct Debtor to the contrary. Immediately upon notice to Debtor by the Secured Party and at all times after that, Debtor agrees to fully and promptly cooperate and assist the Secured Party in the collection and enforcement of all Collateral and to hold in trust for the Secured Party all payments received in connection with Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a lien or security interest which Debtor now or later has regarding Collateral. Immediately upon and after such notice, Debtor agrees to (ai) endorse to the Secured Party and immediately deliver to the Secured Party all payments received on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (bii) immediately deliver to the Secured Party all property in Debtor’s possession or later coming into Debtor’s possession through enforcement of Debtor’s rights or interests in the Collateral, . Debtor irrevocably authorizes the Secured Party or any Secured Party employee or agent of the Secured Party to endorse the name of Debtor upon any checks or other items which are received in payment for any Collateral, and to do any and all things necessary in order to reduce these items to money. The Secured Party shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of the Secured Party. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to the Collateral. Nothing in this Section 3.1 4(a) shall be deemed a consent by the Secured Party to any sale, lease or other disposition of any Collateral. 3.2 Debtor agrees that immediately upon Secured Party’s request (whether or not any Event of Default exists) but subject to the rights as of the date hereof of Comerica Bank and/or CIT Group/Commercial Services, Inc., the Secured Obligations shall be on a “remittance basis” in accordance with the following. In connection therewith, Debtor shall at its sole expense establish and maintain (and Secured Party, at Secured Party’s option may establish and maintain at Debtor’s expense): (a) A United States Post Office lock box (the “Lock Box”), to which Secured Party shall have exclusive access and control. Debtor expressly authorizes Secured Party, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) A non-interest bearing deposit account with a financial institution selected by Secured Party over which Secured Party shall have the “control” contemplated by the Uniform Commercial Code to perfect Secured Party’s security interest in such account (the “Cash Collateral Account”) and to which Secured Party shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Secured Party’s request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Secured Party to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Secured Party on account of partial or full payment of, or with respect to, any Collateral shall, at Secured Party’s option, (i) be applied to the payment of the Secured Obligations, whether then due or not, in such order or at such time of application as Secured Party may determine in its sole discretion, or, (ii) be deposited to the Cash Collateral Account. Debtor agrees that Secured Party shall not be liable for any loss or damage which Debtor may suffer as a result of Secured Party’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Secured Party harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorneys fees and INCLUDING ANY CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM SECURED PARTY’S OWN NEGLIGENCE, except and to the extent (but only to the extent) caused by Secured Party’s gross negligence or willful misconduct.

Collection of Proceeds. 3.1 Debtor agrees to collect and enforce payment of all Collateral until Secured Party shall direct Debtor to the contrary. Immediately upon notice to Debtor by Secured Party and at all times after thatUpon an Event of Default, Debtor agrees to fully and promptly cooperate and assist Secured Party in the collection and enforcement of all Collateral and to hold in trust for Secured Party all payments received in connection with Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a lien or security interest which Debtor now or later has regarding Collateral. Immediately upon and after such notice, Debtor agrees to (a) endorse to Secured Party and immediately deliver to Secured Party all payments received on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtor in the Collateral, in the form received by Debtor without commingling with any other funds, and (b) immediately deliver to Secured Party all property in Debtor’s 's possession or later coming into Debtor’s 's possession through enforcement of Debtor’s 's rights or interests in the Collateral, . Debtor irrevocably authorizes Secured Party or any Secured Party employee or agent to endorse the name of Debtor upon any checks or other items which are received in payment for any Collateral, and to do any and all things necessary in order to reduce these items to money. Secured Party shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Secured Party. Debtor agrees to take all steps necessary to preserve rights against prior parties with respect to the Collateral. Nothing in this Section 3.1 shall be deemed a consent by Secured Party to any sale, lease or other disposition of any Collateral. 3.2 Debtor agrees that immediately upon Secured Party’s request (whether or not any Event of Default exists) but subject to the rights as of the date hereof of Comerica Bank and/or CIT Group/Commercial Services, Inc., the Secured Obligations shall be on a “remittance basis” in accordance with the following. In connection therewith, Debtor shall at its sole expense establish and maintain (and Secured Party, at Secured Party’s option may establish and maintain at Debtor’s expense): (a) A United States Post Office lock box (the “Lock Box”), to which Secured Party shall have exclusive access and control. Debtor expressly authorizes Secured Party, from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtor, to the Lock Box, and Debtor shall include a like statement on all invoices; and (b) A non-interest bearing deposit account with a financial institution selected by Secured Party over which Secured Party shall have the “control” contemplated by the Uniform Commercial Code to perfect Secured Party’s security interest in such account (the “Cash Collateral Account”) and to which Secured Party shall have exclusive access and control. Debtor agrees to notify all account debtors and other parties obligated to Debtor that all payments made to Debtor by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtor, at Secured Party’s request, shall include a like statement on all invoices. Debtor shall execute all documents and authorizations as required by Secured Party to establish and maintain the Lock Box and the Cash Collateral Account. 3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtor to Secured Party on account of partial or full payment of, or with respect to, any Collateral shall, at Secured Party’s option, (i) be applied to the payment of the Secured Obligations, whether then due or not, in such order or at such time of application as Secured Party may determine in its sole discretion, or, (ii) be deposited to the Cash Collateral Account. Debtor agrees that Secured Party shall not be liable for any loss or damage which Debtor may suffer as a result of Secured Party’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtor agrees to indemnify and hold Secured Party harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorneys fees and INCLUDING ANY CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM SECURED PARTY’S OWN NEGLIGENCE, except and to the extent (but only to the extent) caused by Secured Party’s gross negligence or willful misconduct.