Collection. Upon notice from Agent, each person or entity obligated with respect to any of the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGOR") is hereby authorized and directed by Assignor to make payments on any of the Collateral (including, without limitation, dividends and other distributions) directly to Agent, regardless of whether Assignor was previously making collections thereon. Subject to Subparagraph (e) hereof, until such notice is given, Assignor is authorized to retain and expend all payments made on Collateral. Agent shall have the right in its own name or in the name of Assignor to compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent may determine; to demand, collect, receive, receipt for, xxx for, compound and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of Assignor on any notes, acceptances, checks, drafts, money orders or other evidences of payment on Collateral that may come into the possession of Agent; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this agreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent is authorized, in its sole discretion, either in its own name or in the name of Assignor, to take such action as Agent shall deem appropriate for the collection of any such amounts. Regardless of any other provision hereof, however, Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral, nor shall it be under any duty whatever to anyone except Assignor to account for funds that it shall actually receive hereunder. Without limiting the generality of the foregoing, Agent shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Assignor with respect to any of such matters (irrespective of whether Agent actually has, or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to Lenders. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuing.
Appears in 4 contracts
Samples: Assignment of Partnership Interests (Nci Building Systems Inc), Assignment of Partnership Interests (Nci Building Systems Inc), Assignment of Partnership Interests (Nci Building Systems Inc)
Collection. Upon notice from Agent, each person or entity obligated with respect to any of the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGOR") is hereby authorized and directed by Assignor to make payments on any of the Collateral (including, without limitation, dividends and other distributions) directly to Agent, regardless of whether Assignor was previously making collections thereon. Subject to Subparagraph (e) hereof, until such notice is given, Assignor is authorized to retain and expend all payments made on Collateral. Agent shall have the right in its own name or in the name of Assignor to compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent may determine; to demand, collect, receive, receipt for, xxx forsue xxx, compound and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of Assignor on any notes, acceptances, checks, drafts, money orders or other evidences of payment on Collateral that may come into the possession of Agent; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this agreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent is authorized, in its sole discretion, either in its own name or in the name of Assignor, to take such action as Agent shall deem appropriate for the collection of any such amounts. Regardless of any other provision hereof, however, Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral, nor shall it be under any duty whatever to anyone except Assignor to account for funds that it shall actually receive hereunder. Without limiting the generality of the foregoing, Agent shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Assignor with respect to any of such matters (irrespective of whether Agent actually has, or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to Lenders. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuing.
Appears in 4 contracts
Samples: Assignment of Partnership Interests (Nci Building Systems Inc), Assignment of Partnership Interests (Nci Building Systems Inc), Assignment of Partnership Interests (Nci Building Systems Inc)
Collection. Upon notice from Agent, each person or entity obligated with respect to any of the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGOR") is hereby authorized and directed by Assignor Borrower to make payments on any of the Collateral (including, without limitation, dividends and other distributions) directly to Agent, regardless of whether Assignor Borrower was previously making collections thereon. Subject to Subparagraph (e) hereof, until such notice is given, Assignor Borrower is authorized to retain and expend all payments made on Collateral. Agent shall have the right in its own name or in the name of Assignor Borrower to compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent may determine; to demand, collect, receive, receipt for, xxx for, compound and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of Assignor Borrower on any notes, acceptances, checks, drafts, money orders or other evidences of payment on Collateral that may come into the possession of Agent; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this agreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent is authorized, in its sole discretion, either in its own name or in the name of AssignorBorrower, to take such action as Agent shall deem appropriate for the collection of any such amounts. Regardless of any other provision hereof, however, Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral, nor shall it be under any duty whatever to anyone except Assignor Borrower to account for funds that it shall actually receive hereunder. Without limiting the generality of the foregoing, Agent shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Assignor Borrower with respect to any of such matters (irrespective of whether Agent actually has, or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to LendersLender. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuing.
Appears in 3 contracts
Samples: Pledge Agreement (Nci Building Systems Inc), Pledge Agreement (Nci Building Systems Inc), Pledge Agreement (Nci Building Systems Inc)
Collection. Upon notice from Agent, each person or entity obligated with respect to any of the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGOR") is hereby authorized and directed by Assignor Borrower to make payments on any of the Collateral (including, without limitation, dividends and other distributions) directly to Agent, regardless of whether Assignor Borrower was previously making collections thereon. Subject to Subparagraph (e) hereof, until such notice is given, Assignor Borrower is authorized to retain and expend all payments made on Collateral. Agent shall have the right in its own name or in the name of Assignor Borrower to compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent may determine; to demand, collect, receive, receipt for, xxx forsue xxx, compound and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of Assignor Borrower on any notes, acceptances, checks, drafts, money orders or other evidences of payment on Collateral that may come into the possession of Agent; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this agreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent is authorized, in its sole discretion, either in its own name or in the name of AssignorBorrower, to take such action as Agent shall deem appropriate for the collection of any such amounts. Regardless of any other provision hereof, however, Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral, nor shall it be under any duty whatever to anyone except Assignor Borrower to account for funds that it shall actually receive hereunder. Without limiting the generality of the foregoing, Agent shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Assignor Borrower with respect to any of such matters (irrespective of whether Agent actually has, or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to LendersLender. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuing.
Appears in 3 contracts
Samples: Pledge Agreement (Nci Building Systems Inc), Pledge Agreement (Nci Building Systems Inc), Pledge Agreement (Nci Building Systems Inc)
Collection. Upon notice from Agent, each person or entity obligated with respect the occurrence and continuation of an Event of Default pursuant to any of the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGOR") is hereby authorized and directed by Assignor to make payments on any of the Collateral (including, without limitation, dividends and other distributions) directly to Agent, regardless of whether Assignor was previously making collections thereon. Subject to Subparagraph (eSection 9(a) hereof, until such notice is given, Assignor is authorized the Lender shall have the following rights and powers in addition to retain and expend all payments made on Collateral. Agent those specified in Section 9(b) hereof:
2(a) The Lender shall have the right to notify the parties obligated on any or all of the Debtor's Accounts, Contracts, Chattel Paper, Instruments, Insurance, Documents or General Intangibles to make payment thereof directly to the Lender, and the Lender may take control of all proceeds of any of the Accounts, Contracts, Chattel Paper, Instruments, Insurance or General Intangibles. The costs of collection and enforcement, including reasonable attorney's fees and reasonable out-of-pocket expenses, shall be borne solely by the Debtor, whether the same are incurred by the Lender or the Debtor. The Debtor will not thereafter without the Lender's written consent make any adjustment, extend or renew, compromise, compound or settle any of the Accounts, Contracts, Chattel Paper, Instruments, Insurance or General Intangibles, or release, wholly or partly, any person liable for payment thereof.
2(b) The Debtor hereby irrevocably appoints the Lender to be the Debtor's true and lawful attorney, with full power of substitution, in its own the Lender's name or in the Debtor's name or otherwise for the Lender's sole use and benefit, but at the Debtor's cost and expense, to exercise at any time all or any of Assignor to compromise or extend time of payment the following powers with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent may determine; Collateral:
(i) to demand, sue xxx, collect, receive, receipt for, xxx for, compound receive and give acquittances acquittance for any and all amounts moneys due or to become due with respect upon or by virtue thereof;
(ii) to Collateral; to take control receive, take, sign, endorse, assign and deliver any and all checks, notes, drafts, acceptances, invoices, freight or express bills, bills of cash lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other proceeds negotiable and non-negotiable instruments and 3 -3- documents taken or received by the Lender in connection therewith;
(iii) to receive, open and dispose of any Collateral; all mail addressed to endorse the Debtor and to notify the post office authorities to change the address for delivery of mail addressed to the Debtor to such address as the Lender may designate;
(iv) to sign the name of Assignor the Debtor on any notesDocument, acceptanceson invoices relating to any Account or Contract, checksdrafts against and notices to account debtors or obligors of the Debtor, draftson financing statements and other public records and on notices to customers;
(v) to execute endorsements, money orders assignments or other evidences instruments of payment on Collateral that may come into the possession conveyance or transfer and proofs of Agent; to send requests for verification of obligations to any Obligor; claim and loss and to do adjust and compromise any claims under insurance policies or otherwise;
(vi) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto;
(vii) to sell, transfer, assign or otherwise deal in or with the same or the proceeds thereof and to apply for and obtain any required consents of governmental authority for any sale or other disposition of the Collateral, as full and effectually as if the Lender were the absolute owner thereof; and
(viii) to apply any or all amounts then in, or thereafter deposited in, the Company Account in the manner provided in Section 9(b)(iii) hereof; and
(ix) to make any allowances and other adjustments with reference thereto and to take all other acts and things actions necessary or advisable in the sole discretion of the Lender to carry out and enforce this Security Agreement or the intent Liabilities. All acts done under the foregoing authorization are hereby ratified and approved by the Debtor and neither the Lender nor any designee or agent of this agreementthe Lender shall be liable for any acts of commission or omission (other than acts committed or omitted through gross negligence or willful misconduct), for any error of judgment or for any mistake of fact or law. If The foregoing power of attorney being coupled with an interest is irrevocable while any Obligor fails Liabilities shall remain unpaid. The foregoing authorization shall not be construed in limitation of any other similar authorization to the Lender under the Guarantee or refuses otherwise.
2(c) The Debtor will immediately deliver to the Lender all proceeds of the Collateral and all original evidence of Accounts, Contracts, Chattel Paper, Instruments, 4 -4- Insurance, Documents, Patents, Trademarks, Records or General Intangibles, including without limitation all notes or other instruments or contracts for the payment of money, appropriately endorsed to the Lender's order and, regardless of the form of such endorsement, the Debtor hereby waives presentment, demand, notice of dishonor, protest and notice of protest and all other notices with respect thereto; and the Debtor hereby appoints the Lender as the Debtor's agent and attorney-in-fact to make payment such endorsement on any Collateral when due, Agent is authorized, in its sole discretion, either in its own name or behalf of and in the name of Assignor, to take such action as Agent shall deem appropriate for the collection Debtor.
2(d) The exercise by the Lender of any such amounts. Regardless of any other provision hereof, however, Agent shall never be liable for its or failure to collectso exercise any authority granted hereinabove shall in no manner affect the Debtor's liability to the Lender, and provided, further, that the Lender shall be under no obligation or duty to exercise any of the powers hereby conferred upon it and it shall be without liability for its any act or failure to exercise diligence act in connection with the collection of, or the preservation of any amounts owed with respect to Collateral, nor shall it be rights under any duty whatever to anyone except Assignor to account for funds that it shall actually receive hereunder. Without limiting of, the generality of the foregoing, Agent shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Assignor with respect to any of such matters (irrespective of whether Agent actually has, or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to Lenders. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuing.
Appears in 2 contracts
Samples: Security Agreement (Caminus Corp), Security Agreement (Caminus Corp)
Collection. Upon notice from AgentLender, each person or entity Person obligated with respect to any of the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGOR"“Obligor”) is hereby authorized and directed by Assignor Pledgor to make payments on any of the Collateral (including, without limitation, dividends and other distributions) directly to AgentLender, regardless of whether Assignor Pledgor was previously making collections thereon. Subject to Subparagraph (eSection 11(e) hereof, until such notice is given, Assignor Pledgor is authorized to retain and expend all payments made on Collateral. Agent Lender shall have the right in its own name or in the name of Assignor Pledgor to compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent Lender may determine; to demand, collect, receive, receipt for, xxx sue for, compound and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of Assignor Pledgor on any notes, acceptances, checks, drafts, money orders or other evidences of payment on Collateral that may come into the possession of AgentLender; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this agreementAgreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent Lender is authorized, in its sole reasonable discretion, either in its own name or in the name of AssignorPledgor, to take such action as Agent Lender shall deem appropriate for the collection of any such amounts. The foregoing rights granted to Lender under this Section 11(b) may only be exercised when an Event of Default has occurred and is continuing. Regardless of any other provision hereof, however, Agent Lender shall never not be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral, nor shall it Lender be under any duty whatever whatsoever to anyone except Assignor Pledgor to account for funds that it Xxxxxx shall actually receive hereunder. Without limiting the generality of the foregoing, Agent Lender shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Assignor Pledgor with respect to any of such matters (irrespective of whether Agent Xxxxxx actually has, or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to Lenders. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuing.
Appears in 1 contract
Samples: Pledge Agreement
Collection. Upon notice from AgentLender, each person or entity Person obligated with respect to any of the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGOR"“Obligor”) is hereby authorized and directed by Assignor Pledgor to make payments on any of the Collateral (including, without limitation, dividends and other distributions) directly to AgentLender, regardless of whether Assignor Pledgor was previously making collections thereon. Subject to Subparagraph (eSection 12(e) hereof, until such notice is given, Assignor Pledgor is authorized to retain and expend all payments made on Collateral. Agent Lender shall have the right in its own name or in the name of Assignor any Pledgor to compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent Lender may determine; to demand, collect, receive, receipt for, xxx sxx for, compound and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of Assignor any Pledgor on any notes, acceptances, checks, drafts, money orders or other evidences of payment on Collateral that may come into the possession of AgentLender; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this agreementAgreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent Lender is authorized, in its sole reasonable discretion, either in its own name or in the name of AssignorPledgor, to take such action as Agent Lender shall deem appropriate for the collection of any such amounts. The foregoing rights granted to Lender under this Section 12(b) may only be exercised when an Event of Default has occurred and is continuing. Regardless of any other provision hereof, however, Agent Lender shall never not be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral, nor shall it they be under any duty whatever whatsoever to anyone except Assignor Pledgor to account for funds that it Lender shall actually receive hereunder. Without limiting the generality of the foregoing, Agent Lender shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Assignor Pledgor with respect to any of such matters (irrespective of whether Agent Lender actually has, or may be deemed to have, knowledge thereof). The receipt by Lender of Agent to any such payment from any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to Lenders. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuingLender.
Appears in 1 contract
Collection. Upon notice (a) Each Pledgor shall cause to be collected from Agent, the Account Debtor of each person or entity obligated with respect to any of the CollateralReceivables, whether as an issuer, account debtor or otherwise (an "OBLIGOR") is hereby authorized and directed by Assignor to make payments on any of the Collateral (including, without limitation, dividends and other distributions) directly to Agent, regardless of whether Assignor was previously making collections thereon. Subject to Subparagraph (e) hereof, until such notice is given, Assignor is authorized to retain and expend all payments made on Collateral. Agent shall have the right in its own name or when due in the name ordinary course of Assignor business and consistent with prudent business practice (including Receivables that are delinquent, such Receivables to compromise or extend time of payment be collected in accordance with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent may determine; to demandgenerally accepted commercial collection procedures), collect, receive, receipt for, xxx for, compound and give acquittances for any and all amounts due owing under or on account of such Receivable, and apply forthwith upon receipt thereof all such amounts as are so collected to become due the outstanding balance of such Receivable, except that, subject to Section 7.3 above, any Pledgor may, with respect to Collateral; a Receivable, allow in the ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions of time to take control pay amounts due in respect of cash Receivables and such other proceeds of any Collateral; to endorse the name of Assignor on any notes, acceptances, checks, drafts, money orders or other evidences modifications of payment on Collateral that may come into terms or settlements in respect of Receivables as shall be commercially reasonable in the possession circumstances, all in accordance with such Pledgor's ordinary course of Agent; business consistent with its collection practices as in effect from time to send requests for verification time. The costs and expenses (including attorneys' fees) of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this agreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent is authorizedcollection, in its sole discretionany case, either in its own name HOUSTON\2261345 -12- whether incurred by any Pledgor, the Administrative Agent or in any Secured Party, shall be paid by the name Pledgors.
(b) Either the Administrative Agent or the Administrative Agent's designee may, at any time during the continuance of Assignoran Event of Default, notify Account Debtors of a Pledgor that such Pledgor's Accounts have been assigned to take such action as the Administrative Agent and of the Administrative Agent's security interest therein, and may collect them directly and the Administrative Agent shall deem appropriate for charge the collection of any such amounts. Regardless of any other provision hereof, however, Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral, nor shall it be under any duty whatever to anyone except Assignor to account for funds that it shall actually receive hereunder. Without limiting the generality of the foregoing, Agent shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Assignor with respect to any of such matters (irrespective of whether Agent actually has, or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full costs and complete release, discharge and acquittance to such Obligor, expenses to the extent Borrower. So long as an Event of any amount so paid to Lenders. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuing, each Pledgor, at the request of the Administrative Agent, shall execute and deliver to the Administrative Agent such documents as the Administrative Agent shall require to grant the Administrative Agent access to any post office box in which collections of Accounts of such Pledgor are received.
Appears in 1 contract
Collection. Upon notice from AgentSecured Party, each person or entity obligated with respect to any of the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGORObligor") is hereby authorized and directed by Assignor Pledgors to make payments on any of the Collateral (including, without limitation, dividends and other ownership distributions) directly to AgentSecured Party, regardless of whether Assignor was Pledgors were previously making collections thereon. Subject to Subparagraph (e) hereof, until such notice is given, Assignor is authorized to retain and expend all payments made on Collateral. Agent Secured Party shall have the right in its own name or in the name of Assignor Pledgors to compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent Secured Party may determine; to demand, collect, receive, receipt for, xxx sue for, compound and give acquittances for any and all amounts due or dux xr to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of Assignor Pledgors on any notes, acceptances, checks, drafts, money orders or other evidences of payment on Collateral that may come into the possession of AgentSecured Party; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this agreementPledge Agreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent Secured Party is authorized, in its sole discretion, either in its own name or in the name of AssignorPledgors, to take such action as Agent Secured Party shall deem appropriate for the collection of any such amounts. Regardless of any other provision hereof, however, Agent Secured Party shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral, nor shall it be under any duty whatever to anyone except Assignor Pledgors to account for funds that it shall actually receive hereunder. Without limiting the generality of the foregoing, Agent Secured Party shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Assignor Pledgors with respect to any of such matters (irrespective of whether Agent Secured Party actually has, or may be deemed to have, knowledge thereof). The receipt of Agent Secured Party to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to LendersSecured Party. The rights granted Agent Secured Party under this subparagraph may be exercised at any time, whether or not time while a Default has occurred and is continuing.
Appears in 1 contract
Collection. Upon notice from Agent, each person or entity Person obligated with respect to any of the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGOR"“Obligor”) is hereby authorized and directed by Assignor each Pledgor to make payments on any of the Collateral (including, without limitation, dividends and other distributions) directly to Agent, regardless of whether Assignor such Pledgor was previously making collections thereon. Subject to Subparagraph (eSection 12(e) hereof, until such notice is given, Assignor each Pledgor is authorized to retain and expend all payments made on Collateral. Agent shall have the right in its own name or in the name of Assignor a Pledgor to compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent may determine; to demand, collect, receive, receipt for, xxx for, compound and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of Assignor any Pledgor on any notes, acceptances, checks, drafts, money orders or other evidences of payment on Collateral that may come into the possession of Agent; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this agreementAgreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent is authorized, in its sole reasonable discretion, either in its own name or in the name of Assignora Pledgor, to take such action as Agent shall deem appropriate for the collection of any such amounts. The foregoing rights granted to Agent under this Section 12(b) may only be exercised while a Default has occurred and is continuing. Regardless of any other provision hereof, however, neither Agent nor any Lender shall never ever be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral, nor shall it Agent be under any duty whatever whatsoever to anyone except Assignor Pledgors to account for funds that it Agent shall actually receive hereunder. Without limiting the generality of the foregoing, Agent shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Assignor Pledgors with respect to any of such matters (irrespective of whether Agent actually has, or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to Lenders. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuingAgent.
Appears in 1 contract
Samples: Pledge Agreement (Oak Tree Educational Partners, Inc.)
Collection. Upon notice from AgentGryphon, each person or entity obligated Obligor with respect to any of the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGOR") is hereby authorized and directed by Assignor to make payments on any of the Collateral (including, without limitation, dividends and other distributionsdistributions with respect to securities and insurance proceeds payable by reason of loss or damage to any of the Collateral) is hereby authorized and directed by the Company to make payment directly to AgentGryphon, regardless of whether Assignor the Company was previously making collections thereon. Subject to Subparagraph (eSection 8(e) hereof, until such notice is given, Assignor the Company is authorized to retain and expend all payments made on the Collateral. Agent Gryphon shall have the right in its own name or in the name of Assignor the Company to compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent Gryphon may determine; to demand, collect, receive, receipt for, xxx sue for, compound compound, and give acquittances acquaintances for any and all amounts due xxx or to become due with respect to the Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of Assignor the Company on any notes, acceptances, checks, drafts, money orders orders, or other evidences of payment on the Collateral that may come into the possession of AgentGryphon; to sign the name of the Company on any invoice or bill of lading relating to any Collateral, on any drafts againsx Xbligors or other persons making payment with respect to the Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to the Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this agreementAgreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent Gryphon is authorized, in its sole discretion, either in its own name or in the name of Assignorthe Company, to take such action as Agent it shall deem appropriate for the collection of any such amountsamounts owed with respect to the Collateral or upon which a delinquency exists. Regardless of any other provision hereof, however, Agent Gryphon shall never be liable for its their failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatever to anyone except Assignor the Company to account for funds that it shall actually receive hereunder. Without limiting the generality of the foregoing, Agent Gryphon shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders tenders, or similar matters relating to any Collateral, or for informing Assignor the Company with respect to any of such matters (irrespective of whether Agent Gryphon actually has, or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to Lenders. The rights granted Agent Gryphon under this subparagraph subsection may be exercised at any time, whether or not a an Event of Default has occurred and is continuing.
Appears in 1 contract
Collection. Upon notice from Agent, each person or entity obligated with respect the occurrence and continuation of an Event of Default pursuant to any of the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGOR") is hereby authorized and directed by Assignor to make payments on any of the Collateral (including, without limitation, dividends and other distributions) directly to Agent, regardless of whether Assignor was previously making collections thereon. Subject to Subparagraph (eSection 9(a) hereof, until such notice is given, Assignor is authorized the Lender shall have the following rights and powers in addition to retain and expend all payments made on Collateral. Agent those specified in Section 9(b) hereof:
2(a) The Lender shall have the right to notify the parties obligated on any or all of the Debtor's Accounts, Contracts, Chattel Paper, Instruments, Insurance, Documents or General Intangibles to make payment thereof directly to the Lender, and the Lender may take control of all proceeds of any of the Accounts, Contracts, Chattel Paper, Instruments, Insurance or General Intangibles. The costs of collection and enforcement, including reasonable attorney's fees and reasonable out-of-pocket expenses, shall be borne solely by the Debtor, whether the same are incurred by the Lender or the Debtor. The Debtor will not thereafter without the Lender's written consent make any adjustment, extend or renew, compromise, compound or settle any of the Accounts, Contracts, Chattel Paper, Instruments, Insurance or General Intangibles, or release, wholly or partly, any person liable for payment thereof.
2(b) The Debtor hereby irrevocably appoints the Lender to be the Debtor's true and lawful attorney, with full power of substitution, in its own the Lender's name or in the Debtor's name or otherwise for the Lender's sole use and benefit, but at the Debtor's cost and expense, to exercise at any time all or any of Assignor to compromise or extend time of payment the following powers with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent may determine; Collateral:
(i) to demand, sue xxx, collect, receive, receipt for, xxx for, compound receive and give acquittances acquittance for any and all amounts moneys due or to become due with respect upon or by virtue thereof;
(ii) to Collateral; to take control of cash receive, take, sign, endorse, assign and other proceeds of deliver any Collateral; to endorse the name of Assignor on any and all checks, notes, drafts, acceptances, checksinvoices, draftsfreight or express bills, money orders bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other evidences negotiable and non-negotiable instruments and documents taken or received by the Lender in connection therewith;
(iii) to receive, open and dispose of payment on Collateral that may come into all mail addressed to the possession of Agent; to send requests for verification of obligations to any Obligor; Debtor and to do all other acts and things necessary notify the post office authorities to carry out change the intent address for delivery of this agreement. If any Obligor fails or refuses mail addressed to make payment on any Collateral when due, Agent is authorized, in its sole discretion, either in its own name or in the name of Assignor, to take such action as Agent shall deem appropriate for the collection of any such amounts. Regardless of any other provision hereof, however, Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral, nor shall it be under any duty whatever to anyone except Assignor to account for funds that it shall actually receive hereunder. Without limiting the generality of the foregoing, Agent shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Assignor with respect to any of such matters (irrespective of whether Agent actually has, or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance Debtor to such Obligor, to address as the extent of any amount so paid to Lenders. The rights granted Agent under this subparagraph Lender may be exercised at any time, whether or not a Default has occurred and is continuing.designate;
Appears in 1 contract
Samples: Security Agreement (Caminus Corp)
Collection. Upon notice from Agent(A) Immediately upon the occurrence of an ---------- Event of Default under this Mortgage, each person or entity obligated with respect to any all of the Collateral, whether as an issuer, account debtor Mortgagor's rights to and interest in the Rents (including all Rents in the possession or otherwise (an "OBLIGOR") is hereby authorized and directed by Assignor to make payments on any control of the Collateral Mortgagor or any agent of the Mortgagor as of the date of the event of default) shall (includingto the fullest extent permitted by applicable law) automatically terminate (all such rights and interest automatically vesting in the Mortgagee), without limitationand the Mortgagee shall be thereafter entitled to, dividends and Mortgagor hereby appoints Mortgagee its attorney-in-fact to:
(a) Demand, receive and enforce payment of any and all Rents and any other distributionsright, title and interest of Mortgagor under the Leases; or
(b) directly to AgentGive receipts, regardless releases and satisfactions for any and all Rents and any other obligations and duties under the Leases; or
(c) Xxx either in the name of whether Assignor was previously making collections thereon. Subject to Subparagraph (e) hereof, until such notice is given, Assignor is authorized to retain and expend all payments made on Collateral. Agent shall have the right in its own name Mortgagor or in the name of Assignor to compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent may determine; to demand, collect, receive, receipt for, xxx for, compound and give acquittances Mortgagee for any and all amounts due or Rents and to become due with respect enforce any other obligations and duties under the Leases. Mortgagee shall apply the net proceeds of such Rents in the manner provided for in Section 6.6.
(B) The Mortgagee and its duly authorized agents shall be entitled to Collateral; to take control enter the Property for the purpose of cash delivering any and all such notices and other proceeds communications to the tenants and occupiers thereof as shall be necessary or desirable in the Mortgagee's discretion to exercise its rights hereunder, and the Mortgagee and its agents shall have absolutely no liability to the Mortgagor arising therefrom (except for Mortgagee's gross negligence or intentional misconduct). The Mortgagee shall not, however, be obligated to give any tenant or occupier of the Property any Collateral; to endorse notice by personal delivery and the name of Assignor on any notes, acceptances, checks, drafts, money orders or other evidences of payment on Collateral that may come into the possession of Agent; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this agreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent is authorizedMortgagee may, in its sole discretion, either deliver all such notices and communications by ordinary first-class U. S. mail, postage prepaid, or otherwise.
(C) In the event that the Mortgagor obstructs the Mortgagee in its own name or in efforts to collect the name of Assignorfees, to take such action as Agent shall deem appropriate for issues, deposits, rents, profits and income from the collection of any such amounts. Regardless of any other provision hereof, however, Agent shall never be liable for its failure to collectProperty, or for its failure after requested by the Mortgagee, unreasonably refuses, fails or neglects to exercise diligence assist the Mortgagee in collecting such fees, issues, deposits, rents, profits and income, the collection of, any amounts owed with respect Mortgagee shall be entitled to Collateral, nor shall it be under any duty whatever to anyone except Assignor to account for funds that it shall actually receive hereunder. Without limiting the generality appointment of a receiver of the foregoingProperty and of the fees, Agent shall have no responsibility for ascertaining any maturitiesissues, callsdeposits, conversionsrents, exchangesprofits and income therefrom, offers, tenders or similar matters relating to any Collateral, or for informing Assignor with respect to any of such matters (irrespective of whether Agent actually has, or powers as the court making such appointment may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to Lenders. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuingconfer.
Appears in 1 contract
Samples: Loan Agreement (MGM Grand Inc)
Collection. Upon notice from AgentWithout in any way limiting the requirement to deliver Notification Letters under the Credit Agreement and the Borrower’s obligation to use commercially reasonable efforts to obtain acknowledgements thereof under the Credit Agreement, each person at any time following the occurrence and during the continuation of an Event of Default, the Agent may: (i) at any time notify, or entity obligated with respect require any Pledgor to notify, any Account Debtor of the CollateralAgent’s security interest in the Receivables and any Supporting Obligation, whether as an issuer, account debtor or otherwise (an "OBLIGOR"ii) is hereby authorized and directed by Assignor direct the Account Debtors under any Receivables to make payments on any payment of the Collateral (including, without limitation, dividends and other distributions) directly to Agent, regardless of whether Assignor was previously making collections thereon. Subject to Subparagraph (e) hereof, until such notice is given, Assignor is authorized to retain and expend all payments made on Collateral. Agent shall have the right in its own name or in the name of Assignor to compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent may determine; to demand, collect, receive, receipt for, xxx for, compound and give acquittances for any and all amounts due or to become due with respect to Collateral; such Pledgor thereunder directly to take control of cash and other proceeds of any Collateral; to endorse the name of Assignor on any notes, acceptances, checks, drafts, money orders or other evidences of payment on Collateral that may come into the possession of Agent; (iii) notify, or require any Pledgor to send requests for verification of obligations notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Obligor; and to do all other acts and things necessary to carry out the intent of this agreement. If any Obligor fails or refuses Receivables have been directed to make payment to remit all amounts representing collections on any Collateral when duechecks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Agent; and (iv) enforce, Agent is authorizedat the expense of such Pledgor, in its sole discretion, either in its own name or in the name of Assignor, to take such action as Agent shall deem appropriate for the collection of any such amountsReceivables and adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Pledgor might have done. Regardless If the Agent notifies any Pledgor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Pledgor shall be forthwith (and in any event within one Business Day) deposited by such Pledgor in the exact form received, duly indorsed by such Pledgor to the Agent if required, in an account maintained under the sole dominion and control of the Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Pledgor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Agent hereunder and shall be segregated from other funds of such Pledgor and such Pledgor shall not adjust, settle or compromise the amount or payment of any other provision hereof, however, Agent shall never be liable for its failure to collectReceivable, or for its failure to exercise diligence in the collection of, release wholly or partly any amounts owed with respect to Collateral, nor shall it be under any duty whatever to anyone except Assignor to account for funds that it shall actually receive hereunder. Without limiting the generality of the foregoing, Agent shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders Account Debtor or similar matters relating to any Collateralobligor thereof, or for informing Assignor with respect to allow any of such matters (irrespective of whether Agent actually has, credit or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to Lenders. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuingdiscount thereon.
Appears in 1 contract
Collection. Upon notice from AgentLender, each person or entity Person obligated with respect to any of the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGOR"“Obligor”) is hereby authorized and directed by Assignor Pledgor to make payments on any of the Collateral (including, without limitation, dividends and other distributions) directly to AgentLender, regardless of whether Assignor Pledgor was previously making collections thereon. Subject to Subparagraph (eSection 11(e) hereof, until such notice is given, Assignor Pledgor is authorized to retain and expend all payments made on Collateral. Agent Lender shall have the right in its own name or in the name of Assignor Pledgor to compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent Lender may determine; to demand, collect, receive, receipt for, xxx for, compound and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of Assignor Pledgor on any notes, acceptances, checks, drafts, money orders or other evidences of payment on Collateral that may come into the possession of AgentLender; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this agreementAgreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent Lender is authorized, in its sole reasonable discretion, either in its own name or in the name of AssignorPledgor, to take such action as Agent Lender shall deem appropriate for the collection of any such amounts. The foregoing rights granted to Lender under this Section 11(b) may only be exercised when an Event of Default has occurred and is continuing. Regardless of any other provision hereof, however, Agent Lender shall never not be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral, nor shall it Lender be under any duty whatever whatsoever to anyone except Assignor Pledgor to account for funds that it Lender shall actually receive hereunder. Without limiting the generality of the foregoing, Agent Lender shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Assignor Pledgor with respect to any of such matters (irrespective of whether Agent Lender actually has, or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to Lenders. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuing.
Appears in 1 contract
Samples: Pledge Agreement (Presbia PLC)
Collection. Upon notice from Agent, each person or entity obligated with respect the occurrence and continuation of an Event of Default pursuant to any of the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGOR") is hereby authorized and directed by Assignor to make payments on any of the Collateral (including, without limitation, dividends and other distributions) directly to Agent, regardless of whether Assignor was previously making collections thereon. Subject to Subparagraph (eSection 9(a) hereof, until such notice is given, Assignor is authorized the Lender shall have the following rights and powers in addition to retain and expend all payments made on Collateral. Agent those specified in Section 9(b) hereof:
2(a) The Lender shall have the right to notify the parties obligated on any or all of the Obligor's Accounts, Contracts, Chattel Paper, Instruments, Insurance, Documents or General Intangibles to make payment thereof directly to the Lender, and the Lender may take control of all proceeds of any of the Accounts, Contracts, Chattel Paper, Instruments, Insurance or General Intangibles. The costs of collection and enforcement, including reasonable attorney's fees and reasonable out-of-pocket expenses, shall be borne solely by the Obligor, whether the same are incurred by the Lender or the Obligor. The Obligor will not thereafter without the Lender's written consent make any adjustment, extend or renew, compromise, compound or settle any of the Accounts, Contracts, Chattel Paper, Instruments, Insurance or General Intangibles, or release, wholly or partly, any person liable for payment thereof.
2(b) The Obligor hereby irrevocably appoints the Lender to be the Obligor's true and lawful attorney, with full power of substitution, in its own the Lender's name or in the Obligor's name or otherwise for the Lender's sole use and benefit, but at the Obligor's cost and expense, to exercise at any time all or any of Assignor to compromise or extend time of payment the following powers with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent may determine; Collateral:
(i) to demand, sue xxx, collect, receive, receipt for, xxx for, compound receive and give acquittances acquittance for any and all amounts moneys due or to become due with respect upon or by virtue thereof;
(ii) to Collateral; to take control receive, take, sign, endorse, assign and deliver any and all checks, notes, drafts, acceptances, invoices, freight or express bills, bills of cash lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other proceeds negotiable and non-negotiable instruments and documents taken or received by the Lender in connection therewith;
(iii) to receive, open and dispose of any Collateral; all mail addressed to endorse the Obligor and to notify the post office authorities to change the address for delivery of mail addressed to the Obligor to such address as the Lender may designate;
(iv) to sign the name of Assignor the Obligor on any notesDocument, acceptanceson invoices relating to any Account or Contract, checksdrafts against and notices to account debtors or obligors of the Obligor, draftson financing statements and other public records and on notices to customers;
(v) to execute endorsements, money orders assignments or other evidences instruments of payment on Collateral that may come into the possession conveyance or transfer and proofs of Agent; to send requests for verification of obligations to any Obligor; claim and loss and to do adjust and compromise any claims under insurance policies or otherwise;
(vi) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto;
(vii) to sell, transfer, assign or otherwise deal in or with the same or the proceeds thereof and to apply for and obtain any required consents of governmental authority for any sale or other disposition of the Collateral, as full and effectually as if the Lender were the absolute owner thereof; and
(viii) to apply any or all amounts then in, or thereafter deposited in, the Company Account in the manner provided in Section 9(b)(iii) hereof; and
(ix) to make any allowances and other adjustments with reference thereto and to take all other acts and things actions necessary or advisable in the sole discretion of the Lender to carry out and enforce this Security Agreement or the intent Liabilities. All acts done under the foregoing authorization are hereby ratified and approved by the Obligor and neither the Lender nor any designee or agent of this agreementthe Lender shall be liable for any acts of commission or omission (other than acts committed or omitted through gross negligence or willful misconduct), for any error of judgment or for any mistake of fact or law. If The foregoing power of attorney being coupled with an interest is irrevocable while any Liabilities shall remain unpaid. The foregoing authorization shall not be construed in limitation of any other similar authorization to the Lender under the Credit Agreement or otherwise.
2(c) The Obligor fails will immediately deliver to the Lender all proceeds of the Collateral and all original evidence of Accounts, Contracts, Chattel Paper, Instruments, Insurance, Documents, Patents, Trademarks, Records or refuses General Intangibles, including without limitation all notes or other instruments or contracts for the payment of money, appropriately endorsed to the Lender's order and, regardless of the form of such endorsement, the Obligor hereby waives presentment, demand, notice of dishonor, protest and notice of protest and all other notices with respect thereto; and the Obligor hereby appoints the Lender as the Obligor's agent and attorney-in-fact to make payment such endorsement on any Collateral when due, Agent is authorized, in its sole discretion, either in its own name or behalf of and in the name of Assignor, to take such action as Agent shall deem appropriate for the collection of any such amounts. Regardless of any other provision hereof, however, Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral, nor shall it be under any duty whatever to anyone except Assignor to account for funds that it shall actually receive hereunder. Without limiting the generality of the foregoing, Agent shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Assignor with respect to any of such matters (irrespective of whether Agent actually has, or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to Lenders. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuing.
Appears in 1 contract
Samples: Security Agreement (Caminus Corp)
Collection. Upon notice from AgentGryphon, each person or entity obligated Obligor with respect to any of the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGOR") is hereby authorized and directed by Assignor to make payments on any of the Collateral (including, without limitation, dividends and other distributionsdistributions with respect to securities and insurance proceeds payable by reason of loss or damage to any of the Collateral) is hereby authorized and directed by the Company to make payment directly to AgentGryphon, regardless of whether Assignor the Company was previously making collections thereon. Subject to Subparagraph (eSection 7(e) hereof, until such notice is given, Assignor the Company is authorized to retain and expend all payments made on the Collateral. Agent Gryphon shall have the right in its own name or in the name of Assignor the Company to compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent Gryphon may determine; to demand, collect, receive, receipt for, xxx sxx for, compound compound, and give acquittances acquaintances for any and all amounts due or to become due with respect to the Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of Assignor the Company on any notes, acceptances, checks, drafts, money orders orders, or other evidences of payment on the Collateral that may come into the possession of AgentGryphon; to sign the name of the Company on any invoice or bxxx of lading relating to any Collateral, on any drafts against Obligors or other persons making payment with respect to the Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to the Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this agreementAgreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent Gryphon is authorized, in its sole discretion, either in its own name or in the name of Assignorthe Company, to take such action as Agent it shall deem appropriate for the collection of any such amountsamounts owed with respect to the Collateral or upon which a delinquency exists. Regardless of any other provision hereof, however, Agent Gryphon shall never be liable for its their failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatever to anyone except Assignor the Company to account for funds that it shall actually receive hereunder. Without limiting the generality of the foregoing, Agent Gryphon shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders tenders, or similar matters relating to any Collateral, or for informing Assignor the Company with respect to any of such matters (irrespective of whether Agent Gryphon actually has, or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to Lenders. The rights granted Agent Gryphon under this subparagraph subsection may be exercised at any time, whether or not a an Event of Default has occurred and is continuing.
Appears in 1 contract
Collection. Upon notice from Agent, each person or entity obligated with respect to any of the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGOR") is hereby authorized and directed by Assignor to make payments on any of the Collateral (including, without limitation, dividends and other distributions) directly to Agent, regardless of whether Assignor was previously making collections thereon. Subject to Subparagraph (e) hereof, until such notice is given, Assignor is authorized to retain and expend all payments made on Collateral. Agent shall have the right in its own name at any time, upon the occurrence and during the continuance of an Event of Default, to notify, or in to require any Grantor to notify, any and all obligors under any Receivables, General Intangibles, Instruments, Chattel Paper, or other rights to payment included among the name of Assignor to compromise or extend time of payment with respect to all or any portion Collateral of the assignment thereof to Collateral for Agent under this Agreement and to direct such amounts and upon such terms as Agent may determine; obligors to demand, collect, receive, receipt for, xxx for, compound and give acquittances for any and make payment of all amounts due or to become due with respect to Collateral; such Grantor thereunder directly to take control Collateral Agent and, upon such notification and at the expense of cash and other proceeds of any Collateral; to endorse the name of Assignor on any notes, acceptances, checks, drafts, money orders or other evidences of payment on Collateral that may come into the possession of Agent; to send requests for verification of obligations to any Obligor; such Grantor and to do all other acts and things necessary to carry out the intent of this agreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent is authorized, in its sole discretion, either in its own name or in the name of Assignorextent permitted by Law, to take such action as Agent shall deem appropriate for the enforce collection of any such amountsReceivables, General Intangibles, Instruments, Chattel Paper, or other rights to payment and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor could have done. Regardless After any Grantor receives notice that Collateral Agent has given, or after Collateral Agent has required any Grantor to give, any notice referred to above in this subsection, and so long as any Event of Default shall be continuing:
(i) all amounts and proceeds (including instruments and writings) received by such Grantor in respect of such Receivables, General Intangibles, Instruments, Chattel Paper, or other rights to payment shall be received in trust for the benefit of Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to Collateral Agent in the same form as so received (with any necessary endorsement) to be, at Collateral Agent’s discretion, either (A) held as cash collateral and released to such Grantor upon the remedy of all Defaults and Events of Default, or (B) while any Event of Default is continuing and upon the exercise of remedies in accordance with the Credit Agreement, applied as specified in Section 4.3, and
(ii) such Grantor will not adjust, settle or compromise the amount or payment of any other provision hereofsuch Receivable, howeverGeneral Intangible, Agent shall never be liable for its failure to collectInstrument, Chattel Paper, or for its failure other right to exercise diligence in the collection of, payment or release wholly or partly any amounts owed with respect to Collateral, nor shall it be under account debtor or obligor thereof or allow any duty whatever to anyone except Assignor to account for funds that it shall actually receive hereunder. Without limiting the generality of the foregoing, Agent shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders credit or similar matters relating to any Collateral, or for informing Assignor with respect to any of such matters (irrespective of whether Agent actually has, or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to Lenders. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuingdiscount thereon.
Appears in 1 contract
Samples: Term Loan Security Agreement
Collection. Upon notice from Agent, each person (a) Seller shall notify all Account Debtors and take other necessary or entity obligated with respect appropriate means to any insure that all of the CollateralSeller’s Foreign Account(s), whether as an issueror not purchased by FGI, account debtor or otherwise (an "OBLIGOR") is hereby authorized and directed by Assignor to make payments on any of the Collateral (including, without limitation, dividends and other distributions) shall be paid directly to Agent, regardless of whether Assignor was previously making collections thereonFGI at the remittance address or by the wire instructions set forth below. Subject to Subparagraph (e) hereof, until such notice is given, Assignor is authorized to retain and expend all payments made on Collateral. Agent FGI shall have the right in its own name at any time, either before or in after the name occurrence of Assignor an Event of Default and without notice to compromise Seller, to notify any or extend time of payment with respect to all or any portion Account Debtors of the Collateral for assignment to FGI of such amounts Foreign Accounts and upon to direct such terms as Agent may determine; Account Debtors to demand, collect, receive, receipt for, xxx for, compound and give acquittances for any and make payment of all amounts due or to become due with respect to Collateral; Seller directly to take control FGI. As to any Foreign Account proceeds that do not represent Purchased Accounts, and so long as no Event of cash and other Default has occurred, FGI shall be deemed to have received any such proceeds of Foreign Accounts as a pure pass-through for and on account of Seller; provided, however, FGI may retain, in its sole and absolute discretion, any Collateral; such amounts as additional reserves in the Reserve Account. Unless otherwise required by FGI, all invoices of all of Seller’s Foreign Accounts shall plainly state on their face: “All amounts owing under this invoice have been assigned to endorse Faunus Group International, Inc. d/b/a FGI Finance and all such amounts payable hereunder are payable to Faunus Group International, Inc. d/b/a FGI Finance at the name remittance address or by the wire instructions set forth below: Citizens Bank 00 Xxxxx Xxxxxx ABA/Routing #: 000000000 22nd Floor Swift: XXXXXX00 Xxx Xxxx, XX 00000 Beneficiary: FGI Finance Account #: 4001212330
(b) FGI, as the sole and absolute owner of Assignor on any notesthe Purchased Accounts, acceptancesshall have the sole and exclusive power and authority to collect each such Purchased Account, checksthrough legal action or otherwise, drafts, money orders or other evidences of payment on Collateral that may come into the possession of Agent; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this agreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent is authorizedFGI may, in its sole discretion, either settle, compromise, or assign (in its own name whole or in the name part) any of Assignorsuch Purchased Accounts, or otherwise exercise, to take such action as Agent shall deem appropriate for the collection of any such amounts. Regardless of maximum extent permitted by applicable law, any other provision hereof, however, Agent shall never be liable for its failure to collect, right now existing or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral, nor shall it be under any duty whatever to anyone except Assignor to account for funds that it shall actually receive hereunder. Without limiting the generality of the foregoing, Agent shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Assignor hereafter arising with respect to any of such matters (irrespective of whether Agent actually has, or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to Lenders. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuingPurchased Accounts.
Appears in 1 contract
Samples: Sale of Accounts and Security Agreement (Ocz Technology Group Inc)
Collection. Upon notice from AgentIf a Default has occurred and is continuing, each person or entity obligated with respect to any of then the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGOR") is hereby authorized and directed by Assignor to make payments on any of the Collateral (including, without limitation, dividends and other distributions) directly to Agent, regardless of whether Assignor was previously making collections thereon. Subject to Subparagraph (e) hereof, until such notice is given, Assignor is authorized to retain and expend all payments made on Collateral. Agent Purchaser shall have the right in its own name or in the name of Assignor Debtor to compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent may determine; to (A) demand, collect, receive, receipt for, and sue xxx for, compound and give acquittances for any and all amounts due or to become due with respect to Collateral; to (B) take control of cash and other proceeds of any the Collateral; to (C) endorse the name of Assignor Debtor on any notes, acceptances, checks, drafts, money orders orders, or other evidences of payment on Collateral that may come into the possession of Agentthe Purchaser; (D) take such action (in its own name or in the name of Debtor) as the Purchaser shall deem appropriate for the collection of any amounts owed with respect to send requests for verification of obligations Collateral or upon which a delinquency exists, if any Debtor fails or refuses to any Obligormake payment on the Collateral when due; and to (E) do all other acts and things necessary to carry out the intent of this agreementSecurity Agreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent is authorized, in its sole discretion, either in its own name or in the name of Assignor, to take such action as Agent shall deem appropriate for the collection of any such amounts. Regardless of Notwithstanding any other provision hereofof this Security Agreement to the contrary, however, Agent the Purchaser shall never not be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatever to anyone except Assignor Debtor to account for funds that it shall actually receive hereunderunder this Security Agreement. Without limiting the generality of the foregoing, Agent the Purchaser shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Assignor Debtor with respect to any of such matters (irrespective regardless of whether Agent the Purchaser actually has, or may be deemed to have, knowledge thereofof such matters). The receipt of Agent the Purchaser to any Obligor Debtor shall be a full and complete release, discharge discharge, and acquittance to any such Obligorissuer, to the extent of any amount so paid by such issuer to Lenders. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuingthe Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Florafax International Inc)
Collection. Upon notice from Agent, each person or entity Person obligated with respect to any of the Collateral, whether as an issuer, account debtor or otherwise (an "OBLIGOR"“Obligor”) is hereby authorized and directed by Assignor each Pledgor to make payments on any of the Collateral (including, without limitation, dividends and other distributions) directly to Agent, regardless of whether Assignor any Pledgor was previously making collections thereon. Subject to Subparagraph (eSection 12(e) hereof, until such notice is given, Assignor each Pledgor is authorized to retain and expend all payments made on Collateral. Agent shall have the right in its own name or in the name of Assignor any Pledgor to compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Agent may determine; to demand, collect, receive, receipt for, xxx for, compound and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of Assignor any Pledgor on any notes, acceptances, checks, drafts, money orders or other evidences of payment on Collateral that may come into the possession of Agent; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this agreementAgreement. If any Obligor fails or refuses to make payment on any Collateral when due, Agent is authorized, in its sole reasonable discretion, either in its own name or in the name of Assignorany Pledgor, to take such action as Agent shall deem appropriate for the collection of any such amounts. The foregoing rights granted to Agent under this Section 12(b) may only be exercised when a Default has occurred and is continuing. Regardless of any other provision hereof, however, Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral, nor shall it Agent be under any duty whatever whatsoever to anyone except Assignor Pledgors to account for funds that it Agent shall actually receive hereunder. Without limiting the generality of the foregoing, Agent shall have no responsibility for ascertaining any maturities, calls, conversions, exchanges, offers, tenders or similar matters relating to any Collateral, or for informing Assignor Pledgors with respect to any of such matters (irrespective of whether Agent actually has, or may be deemed to have, knowledge thereof). The receipt of Agent to any Obligor shall be a full and complete release, discharge and acquittance to such Obligor, to the extent of any amount so paid to Lenders. The rights granted Agent under this subparagraph may be exercised at any time, whether or not a Default has occurred and is continuingAgent.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (BRP Group, Inc.)
