Common use of Collections, etc Clause in Contracts

Collections, etc. The Administrative Agent may, at any time that a Default exists, whether before or after the maturity of any Liabilities, notify any party obligated on any of the Non-Tangible Collateral to make payment to the Administrative Agent of any amount due or to become due thereunder and enforce collection of any Non-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent during the existence of a Default, each Debtor will, at its own expense, notify any party obligated on any Non-Tangible Collateral to make payment to the Administrative Agent for the benefit of the Lender Parties of any amount due or to become due thereunder. Notwithstanding the foregoing, at any time no Default exists, the Administrative Agent shall notify any party to which it has given a notice or with respect to which the Administrative Agent has otherwise taken action under this paragraph, to resume making payments to the applicable Debtor. Upon written request by the Administrative Agent during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to the Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by the Administrative Agent) that may be received by such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral; provided that if at any time after such a request is made by the Administrative Agent, no Default exists, the obligations of each Debtor under this paragraph shall cease until a further request of the Administrative Agent during the existence of a Default. During the existence of a Default, (a) all items or amounts that are delivered by any Debtor to the Administrative Agent on account of payment of, or otherwise as proceeds of, any Collateral pursuant to the foregoing paragraph shall be deposited to the credit of a deposit account (each an “Assignee Deposit Account”) of such Debtor maintained with the Administrative Agent, as security for payment of the Liabilities, and (b) except as expressly set forth herein, no Debtor shall have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. If funds are being deposited into an Assignee Deposit Account pursuant to the foregoing sentence, the Administrative Agent may, from time to time, in its discretion, and shall upon request of the applicable Debtor made not more than once in any week, apply the then balance, representing collected funds, in the Assignee Deposit Account, toward payment of the Liabilities, whether or not then due, in such order of application as the Administrative Agent may determine, and the Administrative Agent may, from time to time, in its discretion, release any portion of such balance to the applicable Debtor; provided that (i) if a Lender shall have notified the Administrative Agent in writing of its desire to withhold all funds in the Assignee Deposit Account during the continuance of a Default, then no such release of funds may be made to the Debtor without the consent of the Required Lenders and (ii) if any Debtor requests release to it of any such funds, such request shall be accompanied by a certificate signed by a Responsible Officer of such Debtor that sets forth the intended use of such funds (each such certificate, a “Collateral Release Certificate”). At any time no Default exists, the Administrative Agent shall, upon request of the applicable Debtor and receipt of a Collateral Release Certificate, release the balance in the Assignee Deposit Account to such Debtor. During the existence of a Default, the Administrative Agent is authorized to endorse, in the name of the applicable Debtor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any Collateral. Each Debtor hereby appoints the Administrative Agent as its attorney-in-fact for the purpose of carrying out the provisions of this Agreement and taking any action and executing or completing any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided that the Administrative Agent shall not exercise its rights as such attorney-in-fact unless a Default exists.

Collections, etc. Until such time during the existence of an Event of Default as the Omnibus Agent shall notify such Grantor of the revocation of such power and authority, each Grantor (a) will, at its own expense, endeavor to collect, as and when due, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as the Omnibus Agent may reasonably request or, in the absence of such request, as such Grantor may deem advisable; and (b) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent Omnibus Agent, however, may, at any time that a an Event of Default existshas occurred and is continuing, whether before or after any revocation of such power and authority or the maturity of any Liabilitiesof the Obligations, notify any party obligated on any of the Non-Tangible Collateral to make payment or otherwise render performance to or for the Administrative benefit of the Omnibus Agent and enforce, by suit or otherwise the obligations of any amount due or to become due thereunder and enforce collection of such party obligated on any Non-Tangible Collateral by suit or otherwise and Collateral. In connection therewith, the Omnibus Agent may surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Omnibus Agent following the occurrence and during the existence continuation of a an Event of Default, each Debtor Grantor will, at its own expense, notify any party obligated on any of the Non-Tangible Collateral to make payment to the Administrative Omnibus Agent for the benefit of the Lender Parties of any amount amounts due or to become due thereunder. Notwithstanding the foregoing, at any time no Default exists, the Administrative Agent shall notify any party to which it has given a notice or with respect to which the Administrative Agent has otherwise taken action under this paragraph, to resume making payments to the applicable Debtor. Upon written request by the Administrative Agent during the existence of a Default, each Debtor will forthwith, upon receipt, transmit and deliver to the Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by the Administrative Agent) that may be received by such Debtor at any time in full or partial payment or otherwise as proceeds of any of the Collateral; provided that if at any time after such a request is made by the Administrative Agent, no Default exists, the obligations of each Debtor under this paragraph shall cease until a further request of the Administrative Agent during the existence of a Default. During the existence of a Default, (a) all items or amounts that are delivered by any Debtor to the Administrative Agent on account of payment of, or otherwise as proceeds of, any Collateral pursuant to the foregoing paragraph shall be deposited to the credit of a deposit account (each an “Assignee Deposit Account”) of such Debtor maintained with the Administrative Agent, as security for payment of the Liabilities, and (b) except as expressly set forth herein, no Debtor shall have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. If funds are being deposited into an Assignee Deposit Account pursuant to the foregoing sentence, the Administrative Agent may, from time to time, in its discretion, and shall upon request of the applicable Debtor made not more than once in any week, apply the then balance, representing collected funds, in the Assignee Deposit Account, toward payment of the Liabilities, whether or not then due, in such order of application as the Administrative Agent may determine, and the Administrative Agent may, from time to time, in its discretion, release any portion of such balance to the applicable Debtor; provided that (i) if a Lender shall have notified the Administrative Agent in writing of its desire to withhold all funds in the Assignee Deposit Account during the continuance of a Default, then no such release of funds may be made to the Debtor without the consent of the Required Lenders and (ii) if any Debtor requests release to it of any such funds, such request shall be accompanied by a certificate signed by a Responsible Officer of such Debtor that sets forth the intended use of such funds (each such certificate, a “Collateral Release Certificate”). At any time no Default exists, the Administrative Agent shall, upon request of the applicable Debtor and receipt of a Collateral Release Certificate, release the balance in the Assignee Deposit Account to such Debtor. During the existence of a Default, the Administrative Agent is authorized to endorse, in the name of the applicable Debtor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any Collateral. Each Debtor hereby appoints the Administrative Agent as its attorney-in-fact for the purpose of carrying out the provisions of this Agreement and taking any action and executing or completing any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided that the Administrative Agent shall not exercise its rights as such attorney-in-fact unless a Default exists.

Collections, etc. Until such time during the existence of an Event of Default as the Administrative Agent shall notify such Grantor of the revocation of such power and authority, each Grantor (a) will, at its own expense, endeavor to collect, consistent with past practice, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as such Grantor may deem advisable in the exercise of its business judgment , and (b) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. The Administrative Agent Agent, however, may, at any time that a an Event of Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any party parties obligated on any of the Non-Tangible Collateral to make payment to the Administrative Agent of any amount amounts due or to become due thereunder and enforce collection of any of the Non-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent during the existence of a an Event of Default, each Debtor Grantor will, at its own expense, notify any party parties obligated on any of the Non-Tangible Collateral to make payment to the Administrative Agent for the benefit of the Lender Parties of any amount amounts due or to become due thereunder. Notwithstanding the foregoing, at any time no Default exists, the Administrative Agent shall notify any party to which it has given a notice or with respect to which the Administrative Agent has otherwise taken action under this paragraph, to resume making payments to the applicable Debtor. Upon written request by the Administrative Agent during the existence of a an Event of Default, (i) each Debtor Grantor will forthwith, upon receipt, transmit and deliver to the Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by the Administrative Agent) that which may be received by such Debtor Grantor at any time in full or partial payment or otherwise as proceeds of any of the Collateral; provided that if at any time after such a request is made by the Administrative Agent, no Default exists, the obligations of each Debtor under this paragraph shall cease until a further request of and (ii) except as the Administrative Agent may otherwise consent in writing, any such items which may be so received by any Grantor during the existence of a Defaultan Event of Default will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for the Administrative Agent until delivery is made to the Administrative Agent. Each Grantor will comply with the terms and conditions of any consent given by the Administrative Agent pursuant to the foregoing sentence. During the existence of a an Event of Default, (ai) all items or amounts that which are delivered by any Debtor Grantor to the Administrative Agent on account of partial or full payment of, or otherwise as proceeds of, of any of the Collateral pursuant to the foregoing paragraph shall be deposited to the credit of a deposit account (each an “Assignee Deposit Account”) under which the Administrative Agent is the depositary bank of such Debtor maintained with the Administrative AgentGrantor, as security for payment of the Liabilities, and (bii) except as expressly set forth herein, no Debtor Grantor shall have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. If funds are being deposited into an Assignee Deposit Account pursuant to the foregoing sentence, the The Administrative Agent may, from time to time, in its discretion, and shall upon request of the applicable Debtor Grantor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account, toward payment of the Liabilities, whether or not then due, in such order of application as the Administrative Agent may determine, and the Administrative Agent may, from time to time, in its discretion, release all or any portion of such balance to the applicable Debtor; provided that (i) if a Lender shall have notified the Administrative Agent in writing of its desire to withhold all funds in the Assignee Deposit Account during the continuance of a Default, then no such release of funds may be made to the Debtor without the consent of the Required Lenders and (ii) if any Debtor requests release to it of any such funds, such request shall be accompanied by a certificate signed by a Responsible Officer of such Debtor that sets forth the intended use of such funds (each such certificate, a “Collateral Release Certificate”). At any time no Default exists, the Administrative Agent shall, upon request of the applicable Debtor and receipt of a Collateral Release Certificate, release the balance in the Assignee Deposit Account to such DebtorGrantor. During the existence of a an Event of Default, the Administrative Agent is authorized to endorse, in the name of the applicable DebtorGrantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Collateral. Each Debtor hereby appoints From and after the date that is 90 days after the date hereof, no Grantor shall maintain any Deposit Account or deposit any items or amounts in any Deposit Account, except: (i) Deposit Accounts maintained with the Administrative Agent, (ii) local Deposit Accounts maintained by each respective Grantor in order to fund such Grantor’s ordinary course of business operations, (iii) other Deposit Accounts of the Grantors for which account control agreements with the Administrative Agent as its attorney-in-fact are in effect or that are swept into concentration accounts for the purpose of carrying out the provisions of this Agreement and taking any action and executing or completing any instrument that which account control agreements with the Administrative Agent may deem necessary or advisable to accomplish the purposes hereofare in place, which appointment is irrevocable and coupled (iv) Deposit Accounts with an interest; provided that aggregate amount on deposit not to exceed $1,000,000, (v) any Deposit Account used solely for (A) funding payroll or segregating payroll taxes, (B) segregating 401k contribution or contributions to an employee stock purchase plan and other health and benefit plans, in each case for payment in accordance with any applicable laws, and (C) holding customer deposits which by its terms or applicable law may not be pledged by a Grantor and (vi) as otherwise permitted by the Administrative Agent shall not exercise its rights as such attorney-in-fact unless a Default existsCredit Agreement.

Collections, etc. The Until such time during the existence of a Default as the Domestic Administrative Agent shall notify such Grantor of the revocation of such power and authority, each Grantor (a) will, at its own expense, endeavor to collect, consistent with past practice, all amounts due under any of the Non-Tangible Collateral, including the taking of such action with respect to such collection as such Grantor may deem advisable in the exercise of its business judgment , and (b) may grant, in the ordinary course of business, to any party obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in connection therewith, the return of Goods, the sale or lease of which shall have given rise to such Non-Tangible Collateral. The Domestic Administrative Agent, however, may, at any time that a Default exists, whether before or after any revocation of such power and authority or the maturity of any of the Liabilities, notify any party parties obligated on any of the Non-Tangible Collateral to make payment to the Domestic Administrative Agent of any amount amounts due or to become due thereunder and enforce collection of any of the Non-Tangible Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Domestic Administrative Agent during the existence of a Default, each Debtor Grantor will, at its own expense, notify any party parties obligated on any of the Non-Tangible Collateral to make payment to the Domestic Administrative Agent for the benefit of the Lender Parties of any amount amounts due or to become due thereunder. Notwithstanding the foregoing, at any time no Default exists, the Administrative Agent shall notify any party to which it has given a notice or with respect to which the Administrative Agent has otherwise taken action under this paragraph, to resume making payments to the applicable Debtor. Upon written request by the Domestic Administrative Agent during the existence of a Default, (i) each Debtor Grantor will forthwith, upon receipt, transmit and deliver to the Domestic Administrative Agent, in the form received, all cash, checks, drafts and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may be collected by the Domestic Administrative Agent) that which may be received by such Debtor Grantor at any time in full or partial payment or otherwise as proceeds of any of the Collateral; provided that if at any time after such a request is made by , and (ii) except as the Administrative Agent, no Default exists, the obligations of each Debtor under this paragraph shall cease until a further request of the Domestic Administrative Agent may otherwise consent in writing, any such items which may be so received by any Grantor during the existence of a DefaultDefault will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for the Domestic Administrative Agent until delivery is made to the Domestic Administrative Agent. Each Grantor will comply with the terms and conditions of any consent given by the Domestic Administrative Agent pursuant to the foregoing sentence. During the existence of a Default, (ai) all items or amounts that which are delivered by any Debtor Grantor to the Domestic Administrative Agent on account of partial or full payment of, or otherwise as proceeds of, of any of the Collateral pursuant to the foregoing paragraph shall be deposited to the credit of a deposit account (each an “Assignee Deposit Account”) under which the Domestic Administrative Agent is the depositary bank of such Debtor maintained with the Administrative AgentGrantor, as security for payment of the Liabilities, and (bii) except as expressly set forth herein, no Debtor Grantor shall have any right to withdraw any funds deposited in the applicable Assignee Deposit Account. If funds are being deposited into an Assignee Deposit Account pursuant to the foregoing sentence, the The Domestic Administrative Agent may, from time to time, in its discretion, and shall upon request of the applicable Debtor Grantor made not more than once in any week, apply all or any of the then balance, representing collected funds, in the Assignee Deposit Account, toward payment of the Liabilities, whether or not then due, in such order of application as the Domestic Administrative Agent may determine, and the Domestic Administrative Agent may, from time to time, in its discretion, release all or any portion of such balance to the applicable Debtor; provided that (i) if a Lender shall have notified the Administrative Agent in writing of its desire to withhold all funds in the Assignee Deposit Account during the continuance of a Default, then no such release of funds may be made to the Debtor without the consent of the Required Lenders and (ii) if any Debtor requests release to it of any such funds, such request shall be accompanied by a certificate signed by a Responsible Officer of such Debtor that sets forth the intended use of such funds (each such certificate, a “Collateral Release Certificate”). At any time no Default exists, the Administrative Agent shall, upon request of the applicable Debtor and receipt of a Collateral Release Certificate, release the balance in the Assignee Deposit Account to such DebtorGrantor. During the existence of a Default, the Domestic Administrative Agent is authorized to endorse, in the name of the applicable DebtorGrantor, any item, howsoever received by the Domestic Administrative Agent, representing any payment on or other proceeds of any of the Collateral. Each Debtor hereby appoints From and after the date that is 90 days after the date hereof, no Grantor shall maintain any Deposit Account or deposit any items or amounts in any Deposit Account, except: (i) Deposit Accounts maintained with Domestic Administrative Agent, (ii) local Deposit Accounts maintained by each respective Grantor in order to fund such Grantor’s ordinary course of business operations, (iii) other Deposit Accounts of the Grantors for which account control agreements with the Domestic Administrative Agent as its attorney-in-fact are in effect or that are swept into concentration accounts for which account control agreements with the purpose of carrying out the provisions of this Agreement and taking any action and executing or completing any instrument that the Domestic Administrative Agent may deem necessary or advisable to accomplish the purposes hereofare in place, which appointment is irrevocable and coupled (iv) Deposit Accounts with an interest; provided that aggregate amount on deposit not to exceed $1,000,000, and (v) as otherwise permitted by the Administrative Agent shall not exercise its rights as such attorney-in-fact unless a Default existsCredit Agreement.