Common use of Collections on the Collateral Clause in Contracts

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to the Grantors, each Grantor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent and promptly delivered in kind to Agent (duly endorsed to Agent, if required), to be applied to the obligations or held as Collateral, as Agent shall elect. During the existence of an Event of Default, Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any of the Grantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantor, in such manner as Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent without appropriate endorsement, and Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative of such Grantor, regardless of by whom or under what circumstances or by what authority such endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 3 contracts

Samples: Security Agreement (DSL Net Inc), Security Agreement (Columbia Capital LLC), Security Agreement (Vantagepoint Venture Partners 1996)

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Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementherein, each Grantor Borrower shall have the right to use and to continue to make collections on and receive dividends Distributions and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuingoccurred. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Lender, each GrantorBorrower's right to make collections on and receive dividends Distributions and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminatebe suspended until such time, if any, that such Event of Default has been cured, and any and all dividendsDistributions, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor Borrower in trust for Agent Lender and promptly immediately delivered in kind to Agent (duly endorsed Lender for so long as such suspension remains in effect. Any remittance received by Borrower from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Lender's security interests. Upon the obligations or held as Collateral, as Agent shall elect. During the existence occurrence of an Event of Default, Agent Lender shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Lender (on behalf of Lender) or in the Grantorsname of Borrower, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor Borrower hereby authorizes Agent Lender to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Lender shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Lender without appropriate endorsement, and Agent Lender and any collecting bank agent are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such GrantorBorrower, to the same extent as though it were manually executed by the a duly authorized representative officer of such GrantorBorrower, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor Borrower hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 3 contracts

Samples: Loan and Security Agreement (Intellect Capital Group LLC), Loan Agreement (Brightcube Inc), Loan Agreement (Photoloft Com)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Transaction Document, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Collateral Agent, each Grantor's ’s right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Collateral Agent and promptly immediately delivered in kind to Collateral Agent (duly endorsed for the benefit of Secured Party. Any remittance received by Grantor from any Person shall be rebuttably presumed to Agent, if required), relate to the Collateral and to be applied subject to Collateral Agent’s security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Collateral Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Collateral Agent or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Collateral Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Collateral Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Collateral Agent without appropriate endorsement, and Collateral Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such the Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 2 contracts

Samples: Security Agreement (CityCenter Holdings, LLC), Security Agreement (CityCenter Holdings, LLC)

Collections on the Collateral. Except as provided to the contrary in ----------------------------- the Reimbursement Credit Agreement, each Grantor Pledgor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of the Agent, each GrantorPledgor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor Pledgor in trust for Agent Secured Party and promptly immediately delivered in kind to the Agent (duly endorsed to the Agent, if required), to be applied to the obligations Obligations or held as Collateral, as the Agent shall elect. During Upon the existence occurrence and during the continuance of an Event of Default, the Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of the Agent or the Lenders or in the name of any of the GrantorsPledgor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor Pledgor hereby authorizes the Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such GrantorPledgor, in such manner as the Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by the Agent without appropriate endorsement, and the Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such GrantorPledgor, to the same extent as though it were manually executed by the duly authorized representative of such GrantorPledgor, regardless of by whom or under what circumstances or by what authority such endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor each Pledgor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 2 contracts

Samples: Pledge Agreement (Entravision Communications Corp), Pledge Agreement (Entravision Communications Corp)

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Purchase Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from the Agent to the Grantors, each Grantor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for the Agent and promptly delivered in kind to the Agent (duly endorsed to the Agent, if required), to be applied to the obligations or held as Collateral, as the Agent shall elect. During the existence of an Event of Default, the Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any of the Grantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes the Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantor, in such manner as the Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by the Agent without appropriate endorsement, and the Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative of such Grantor, regardless of by whom or under what circumstances or by what authority such endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 2 contracts

Samples: Agency, Guaranty and Security Agreement (DSL Net Inc), Agency, Guaranty and Security Agreement (DSL Net Inc)

Collections on the Collateral. Except as provided to the contrary in ----------------------------- the Reimbursement Credit Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of the Agent, each Grantor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by each such Grantor in trust for Agent Secured Party and promptly immediately delivered in kind to the Agent (duly endorsed to the Agent, if required), to be applied to the obligations Obligations or held as Collateral, as the Agent shall elect. During Upon the existence occurrence and during the continuance of an Event of Default, the Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of the Agent or the Lenders or in the name of any of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes the Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such any Grantor, in such manner as the Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by the Agent without appropriate endorsement, and the Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative of such Grantor, regardless of by whom or under what circumstances or by what authority such endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 2 contracts

Samples: Security Agreement (Entravision Communications Corp), Security Agreement (Entravision Communications Corp)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Loan Document, each Grantor Grantors shall have the right to use and to continue to make collections on and receive dividends and other the proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of Secured Party and upon notice from Agent of such election to the Grantors, each Grantor's right Grantors’ rights to make collections on and receive dividends and other the proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor Grantors in trust for Agent Secured Party and promptly immediately delivered in kind to Agent Secured Party (duly endorsed subject to Agent, if requiredcompliance with applicable Gaming Laws), . Any remittance received by any Grantor from any Person shall be presumed to relate to the Collateral and to be applied subject to Secured Party’s security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Secured Party if it so elects in the notice to Grantors shall have the sole right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the Grantorsappropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the CollateralCollateral (subject to compliance with applicable Gaming Laws); and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such the appropriate Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such the appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such each Grantor hereby expressly waives demand, presentment, protest and notice of protest or of dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 2 contracts

Samples: Credit Agreement (Pinnacle Entertainment Inc), Credit Agreement (Pinnacle Entertainment Inc)

Collections on the Collateral. Except EXCEPT as otherwise provided to the contrary in the Reimbursement Agreementany Loan Document, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Secured Party, each Grantor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed Secured Party. Any remittance received by Grantor from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Secured Party's security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 2 contracts

Samples: Security Agreement (Hawker Pacific Aerospace), Security Agreement (Hawker Pacific Aerospace)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreement----------------------------- ------ any Loan Document, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Secured Party, each Grantor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and (subject to any prior rights of the Trustee under the 13% Indenture) any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed Secured Party. Any remittance received by Grantor from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Secured Party's security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Secured Party shall have the right at all times (subject to any inconsistent rights of the Trustee under the 13% Indenture) to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 2 contracts

Samples: Security Agreement (Coast Hotels & Casinos Inc), Security Agreement (Coast Hotels & Casinos Inc)

Collections on the Collateral. Except as provided to the contrary in ----------------------------- the Reimbursement Loan Agreement, each Grantor Pledgor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of the Agent, each GrantorPledgor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor Pledgor in trust for Agent the Secured Party and promptly immediately delivered in kind to the Agent (duly endorsed to the Agent, if required), to be applied to the obligations Obligations or held as Collateral, as the Agent shall elect. During Upon the existence occurrence and during the continuance of an Event of Default, the Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of the Agent or the Lenders or in the name of any of the GrantorsPledgor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor Pledgor hereby authorizes the Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such GrantorPledgor, in such manner as the Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by the Agent without appropriate endorsement, and the Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such GrantorPledgor, to the same extent as though it were manually executed by the duly authorized representative of such GrantorPledgor, regardless of by whom or under what circumstances or by what authority such endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor each Pledgor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 2 contracts

Samples: Pledge Agreement (Entravision Communications Corp), Pledge Agreement (Entravision Communications Corp)

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Secured Parties, each Grantor's ’s right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent Secured Parties and promptly immediately delivered in kind to Agent Secured Parties (duly endorsed to AgentSecured Parties, if required), to be applied to the obligations Obligations or held as Collateral, as Agent Secured Parties shall elect. During Upon the existence occurrence and during the continuance of an Event of Default, Agent Secured Parties shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Parties or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Parties to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantor, in such manner as Agent Secured Parties shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Parties without appropriate endorsement, and Agent Secured Parties and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative of such Grantor, regardless of by whom or under what circumstances or by what authority such endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 2 contracts

Samples: Security Agreement (Vendingdata Corp), Security Agreement (Vendingdata Corp)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Notes Document, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuingcontinuing and Collateral Agent has not elected to exercise its rights hereunder. Upon the occurrence and during the continuance of an Event of Default, upon notice from and after Collateral Agent has elected to the Grantorsexercise its rights hereunder, each Grantor's ’s right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such each Grantor in trust for Collateral Agent and promptly immediately delivered in kind to Collateral Agent (duly endorsed for the benefit of Secured Party. Any remittance received by each Grantor from any Person shall be rebuttably presumed to Agent, if required), relate to the Collateral and to be applied subject to Collateral Agent’s security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Collateral Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Collateral Agent or in the name of the Grantorseach Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Collateral Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Collateral Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Collateral Agent without appropriate endorsement, and Collateral Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such each Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 2 contracts

Samples: Second Lien Security Agreement (CityCenter Holdings, LLC), First Lien Security Agreement (CityCenter Holdings, LLC)

Collections on the Collateral. Except as provided to the contrary in ----------------------------- the Reimbursement Loan Agreement, each the Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of the Agent, each the Grantor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such the Grantor in trust for Agent the Secured Party and promptly immediately delivered in kind to the Agent (duly endorsed to the Agent, if required), to be applied to the obligations Obligations or held as Collateral, as the Agent shall elect. During Upon the existence occurrence and during the continuance of an Event of Default, the Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any the Agent or the Lenders or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each the Grantor hereby authorizes the Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such the Grantor, in such manner as the Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by the Agent without appropriate endorsement, and the Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such the Grantor, to the same extent as though it were manually executed by the duly authorized representative of such the Grantor, regardless of by whom or under what circumstances or by what authority such endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such the Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 2 contracts

Samples: Security Agreement (Entravision Communications Corp), Security Agreement (Entravision Communications Corp)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Loan Document, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Administrative Agent, each Grantor's ’s right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Administrative Agent on behalf of the Secured Parties and promptly immediately delivered in kind to Agent (duly endorsed Administrative Agent. Any remittance received by Grantor from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Administrative Agent’s security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Administrative Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Administrative Agent or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Administrative Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Administrative Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Administrative Agent without appropriate endorsement, and Administrative Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (Hard Rock Hotel Inc)

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Loan Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Lender, each Grantor's ’s right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent Lender and promptly immediately delivered in kind to Agent Lender (duly endorsed to AgentLender, if required), to be applied to the obligations or held as Collateral, as Agent Lender shall elect. During Upon the existence occurrence and during the continuance of an Event of Default, Agent Lender shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any of the Grantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Lender to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantor, in such manner as Agent Lender shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Lender without appropriate endorsement, and Agent Lender and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative of such Grantor, regardless of by whom or under what circumstances or by what authority such endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Loan Agreement (Palm Inc)

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Loan Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of the Lender, each Grantor's ’s right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent the Lender and promptly immediately delivered in kind to Agent the Lender (duly endorsed to Agentthe Lender, if required), to be applied to the obligations Obligations or held as Collateral, as Agent the Lender shall elect. During Upon the existence occurrence and during the continuance of an Event of Default, Agent the Lender shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of the Lender or in the name of any of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent the Lender to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantor, in such manner as Agent the Lender shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent the Lender without appropriate endorsement, and Agent the Lender and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative representatives of such Grantor, regardless of by whom or under what circumstances or by what authority such endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (Physicians Formula Holdings, Inc.)

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Credit Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Bank, each Grantor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent Bank and promptly immediately delivered in kind to Agent Bank (duly endorsed to AgentBank, if required), to be applied to the obligations or held as Collateral, as Agent Bank shall elect. During Upon the existence occurrence and during the continuance of an Event of Default, Agent Bank shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any of the Grantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Bank to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantor, in such manner as Agent Bank shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Bank without appropriate endorsement, and Agent Bank and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative of such Grantor, regardless of by whom or under what circumstances or by what authority such endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (Chadmoore Wireless Group Inc)

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so So long as no Event of Default shall have occurred and be continuing, and until Collateral Agent suspends such rights, the Grantor will be entitled to receive the benefit of all cash dividends, interest and other payments made upon or with respect to the Collateral by the Grantor. Upon the occurrence and during the continuance of an Event of Default, upon notice from at the election of Collateral Agent or the Noteholders holding a majority in aggregate principal amount of the Notes then outstanding pursuant to Section 6.12 of the GrantorsIndenture to suspend such rights, each Grantor's right (i) all rights of the Grantor to make collections on and receive dividends all cash dividends, interest and other proceeds of the Collateral owned by it and payments made upon or with respect to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will cease, and such cash dividends, interest and other payments will be held paid to Collateral Agent; (ii) all rights of the Grantor to exercise such voting or other consensual rights shall cease, and all such rights shall become vested in Collateral Agent which, to the extent permitted by law, will have the sole right to exercise such rights; and (iii) Collateral Agent may sell the Collateral or any part thereof in accordance with the terms of this Agreement. Any remittance received by such the Grantor in trust for Agent from any Person shall be presumed to relate to the Collateral and promptly delivered in kind to Agent (duly endorsed to Agent, if required), to be applied subject to Collateral Agent’s security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Collateral Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Collateral Agent or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments in- struments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each the Grantor hereby authorizes Collateral Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Collateral Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Collateral Agent without appropriate endorsement, and Collateral Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such the Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such the Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such the Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (MGM Mirage)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Loan Document, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Secured Party, each except as prohibited by applicable Law Grantor's ’s right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed Secured Party. Any remittance received by Grantor from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Secured Party’s security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (NGA Holdco, LLC)

Collections on the Collateral. Except as provided Notwithstanding anything to the contrary in the Reimbursement Agreementherein, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Lender, each Grantor's ’s right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent Lender and promptly immediately delivered in kind to Agent (duly endorsed Lender. Any remittance received by Grantor from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Lender’s security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Lender shall have the sole right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Lender or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Lender to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Lender shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Lender without appropriate endorsement, and Agent Lender and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (Behringer Harvard Opportunity REIT I, Inc.)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Loan Document, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of Secured Party (exercisable upon written notice from thereof to Grantor; provided, that neither the Administrative Agent nor the Lenders shall incur any liability for any failure to the Grantorsprovide such notice), each Grantor's ’s right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed Secured Party. Any remittance received by Grantor from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Secured Party’s security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (Coast Casinos Inc)

Collections on the Collateral. Except as provided Subject to the contrary in terms and conditions of the Reimbursement Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Agent, each Grantor's ’s right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent and promptly immediately delivered in kind to Agent (duly endorsed to Agent, if required), to be applied to the obligations Obligations or held as Collateral, as Agent shall elect. During Upon the existence occurrence and during the continuance of an Event of Default, Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any of the Grantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantor, in such manner as Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent without appropriate endorsement, and Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative of such Grantor, regardless of by whom or under what circumstances or by what authority such endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (New Athletics, Inc.)

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so So long as no Event of Default shall have occurred and be continuing, and until Collateral Agent suspends such rights, each Grantor will be entitled to receive the benefit of all cash dividends, interest and other payments made upon or with respect to the Collateral by such Grantor. Upon the occurrence and during the continuance of an Event of Default, upon notice from at the election of Collateral Agent or the Noteholders holding a majority in aggregate principal amount of the Notes then outstanding pursuant to Section 6.12 of the GrantorsIndenture to suspend such rights, (i) all rights of each Grantor's right Grantor to make collections on and receive dividends all cash dividends, interest and other proceeds of the Collateral owned by it and payments made upon or with respect to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will cease, and such cash dividends, interest and other payments will be held paid to Collateral Agent; (ii) all rights of the Grantors to exercise such voting or other consensual rights shall cease, and all such rights shall become vested in Collateral Agent which, to the extent permitted by law, will have the sole right to exercise such rights; and (iii) Collateral Agent may sell the Collateral or any part thereof in accordance with the terms of this Agreement. Any remittance received by such any Grantor in trust for Agent from any Person shall be presumed to relate to the Collateral and promptly delivered in kind to Agent (duly endorsed to Agent, if required), to be applied subject to Collateral Agent’s security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Collateral Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of Collateral Agent or in the name of any of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each such Grantor hereby authorizes Collateral Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Collateral Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Collateral Agent without appropriate endorsement, and Collateral Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (MGM Mirage)

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so So long as no Event of Default shall have occurred and be continuing, and until Collateral Agent suspends such rights, Grantor will be entitled to receive the benefit of all cash dividends, interest and other payments made upon or with respect to the Collateral by Grantor. Upon the occurrence and during the continuance of an Event of Default, upon notice from at the election of Collateral Agent or the Noteholders holding a majority in aggregate principal amount of the Notes then outstanding pursuant to Section 6.12 of the GrantorsIndenture to suspend such rights, each Grantor's right (i) all rights of Grantor to make collections on and receive dividends all cash dividends, interest and other proceeds of the Collateral owned by it and payments made upon or with respect to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will cease, and such cash dividends, interest and other payments will be held paid to Collateral Agent; (ii) all rights of the Grantor to exercise such voting or other consensual rights shall cease, and all such rights shall become vested in Collateral Agent which, to the extent permitted by law, will have the sole right to exercise such rights; and (iii) Collateral Agent may sell the Collateral or any part thereof in accordance with the terms of this Agreement. Any remittance received by such Grantor in trust for Agent from any Person shall be presumed to relate to the Collateral and promptly delivered in kind to Agent (duly endorsed to Agent, if required), to be applied subject to Collateral Agent’s security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Collateral Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Collateral Agent or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Collateral Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Collateral Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Collateral Agent without appropriate endorsement, and Collateral Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (MGM Mirage)

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Agreement, each Grantor Grantors shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the option of Secured Party, Grantors, each Grantor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor Grantors in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed Secured Party. Any remittance received by any Grantor from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Secured Party’s security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Secured Party shall have the sole right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the Grantorsappropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such the appropriate Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such the appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (Wd 40 Co)

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Agreement, each Grantor shall have the right to use ----------------------------- and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Secured Party, each Grantor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed Secured Party. Any remittance received by Grantor from any person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Secured Party's security interest. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Asset Purchase Agreement (Matthews Studio Equipment Group)

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Secured Party, each Grantor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed same. Any remittance received by Grantor from customers shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to the obligations or held as Collateral, as Agent shall electSecured Party's security interests. During Upon the existence occurrence of an Event of Default, Agent Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (Titan Corp)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Loan Document, each Grantor shall have the right to use use, dispose of and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon Collateral, provided that upon the occurrence and during the continuance of an Event of Default, upon at the option of Administrative Agent by notice from Agent to the GrantorsGrantor, each except as prohibited by applicable Law, Grantor's ’s right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Administrative Agent and promptly immediately delivered in kind to Agent (duly endorsed to Administrative Agent, if required), to be applied to . Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Administrative Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Administrative Agent or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and, upon the occurrence and each during the continuance of an Event of Default, Grantor hereby authorizes Administrative Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Administrative Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Administrative Agent without appropriate endorsement, and Administrative Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Credit Agreement (Masimo Corp)

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Agreement, each Each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from the Agent to the Grantors, each Grantor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for the Agent and promptly delivered in kind to the Agent (duly endorsed to the Agent, if required), to be applied to the obligations or held as Collateral, as the Agent shall elect. During the existence of an Event of Default, the Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any of the Grantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes the Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantor, in such manner as the Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by the Agent without appropriate endorsement, and the Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative of such Grantor, regardless of by whom or under what circumstances or by what authority such endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Agency, Guaranty and Security Agreement (DSL Net Inc)

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Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Loan Document, each Grantor Grantors shall have the right to use use, dispose of and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon Collateral, provided that upon the occurrence and during the continuance of an Event of Default, upon at the option of Administrative Agent by notice from Agent to the Grantor, except as prohibited by applicable Law, Grantors, each Grantor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor Grantors in trust for Administrative Agent and promptly immediately delivered in kind to Agent (duly endorsed to Administrative Agent, if required), to be applied to . Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Administrative Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Administrative Agent or in the name of the Grantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and, upon the occurrence and each Grantor during the continuance of an Event of Default, Grantors hereby authorizes authorize Administrative Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Administrative Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Administrative Agent without appropriate endorsement, and Administrative Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such GrantorGrantors, and each of them, to the same extent as though it were manually executed by the duly authorized representative officer of such each Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Credit Agreement (Masimo Corp)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Loan Document, each Grantor Grantors shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no notice has been given by Secured Party that it intends to exercise remedies after an Event of Default shall have has occurred and be is continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the option of Secured Party, Grantors, each Grantor's ' right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor Grantors in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed Secured Party. Any remittance received by any Grantor from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Secured Party's security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Secured Party shall have the sole right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the Grantorsappropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such the appropriate Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such the appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Term Loan Agreement (Viasat Inc)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Loan Document, each Grantor Grantors shall have the right to use use, dispose of and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the option of Secured Party, except as prohibited by applicable Law, Grantors, each Grantor's ' right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor Grantors in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed Secured Party. Any remittance received by Grantors from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Secured Party's security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the Grantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and Grantors each Grantor hereby authorizes Agent authorize Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such GrantorGrantors, and each of them, to the same extent as though it were manually executed by the duly authorized representative officer of such each Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (Jakks Pacific Inc)

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent Secured Party to the Grantors, each Grantor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent Secured Party and promptly delivered in kind to Agent Secured Party (duly endorsed to AgentSecured Party, if required), to be applied to the obligations or held as Collateral, as Agent Secured Party shall elect. During the existence of an Event of Default, Agent Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any of the Grantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantor, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative of such Grantor, regardless of by whom or under what circumstances or by what authority such endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Reimbursement Agreement (DSL Net Inc)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Indenture or the Intercreditor Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Collateral Agent, each Grantor's ’s right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Collateral Agent on behalf of the Secured Parties and promptly immediately delivered in kind to Agent (duly endorsed Collateral Agent. Any remittance received by Grantor from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Collateral Agent’s security interests. Subject to the obligations or held as Collateralterms of the Intercreditor Agreement, as Agent shall elect. During upon the existence occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Collateral Agent or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Collateral Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Collateral Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Collateral Agent without appropriate endorsement, and Collateral Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Second Lien Notes Security Agreement (Hard Rock Hotel Inc)

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Credit Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of the Agent, each GrantorXxxxxxx's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent Secured Party and promptly immediately delivered in kind to the Agent (duly endorsed to the Agent, if required), to be applied to the obligations Obligations or held as Collateral, as the Agent shall elect. During Upon the existence occurrence and during the continuance of an Event of Default, the Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any the Agent or the Lenders or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes the Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantor, in such manner as the Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by the Agent without appropriate endorsement, and the Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative of such Grantor, regardless of by whom or under what circumstances or by what authority such endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Guarantor Security Agreement (Univision Communications Inc)

Collections on the Collateral. Except EXCEPT as otherwise provided to the contrary in the Reimbursement Agreementany Loan Document, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Secured Party, each Grantor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed Secured Party. Any remittance received by Grantor from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Secured Party's security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Business Loan Agreement (Hawker Pacific Aerospace)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Transaction Document, each Grantor Grantors shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Triggering Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event a Triggering Event, at the option of DefaultSecured Party, upon notice from Agent to the Grantors, each Grantor's ' right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor Grantors in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed Secured Party. Any remittance received by any Grantor from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Secured Party's security interests. Upon the obligations or held as Collateraloccurrence and during the continuance of a Triggering Event, as Agent shall elect. During the existence of an Event of Default, Agent Secured Party shall have the sole right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the Grantorsappropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such the appropriate Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such the appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (Safeskin Corp)

Collections on the Collateral. Except EXCEPT as otherwise provided to the contrary in the Reimbursement Loan Agreement, each Grantor Grantors shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuingcontinuing and the Bank has not exercised its option set forth below. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the option of the Bank, Grantors, each Grantor's ' right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor Grantors in trust for Agent the Bank and promptly immediately delivered in kind to Agent (duly endorsed the Bank. Any remittance received by any Grantor from any person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to the obligations or held as Collateral, as Agent shall electBank's security interests. During Upon the existence occurrence and during the continuance of an Event of Default, Agent the Bank shall have the sole right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any the Bank or in the name of the Grantorsappropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent the Bank to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent the Bank shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent the Bank without appropriate endorsement, and Agent the Bank and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such the appropriate Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such the appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (Quidel Corp /De/)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Loan Document, each Grantor Grantors shall have the right to use use, dispose of and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the option of Secured Party, except as prohibited by applicable Law, Grantors, each Grantor's ' right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor Grantors in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed Secured Party. Any remittance received by Grantors from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Secured Party's security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the Grantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such GrantorGrantors, and each of them, to the same extent as though it were manually executed by the duly authorized representative officer of such each Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (Jakks Pacific Inc)

Collections on the Collateral. Except as otherwise provided to in any Loan Document, the contrary in the Reimbursement Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of the Secured Party, each the Grantor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such the Grantor in trust for Agent the Secured Party and promptly immediately delivered in kind to Agent (duly endorsed to the Agent, if required), for the Secured Party. Any remittance received by the Grantor from any person shall be presumed to relate to the Collateral and to be applied subject to the obligations or held as Collateral, as Agent shall electSecured Party's security interests. During Upon the existence occurrence and during the continuance of an Event of Default, Agent the Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any the Secured Party or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each the Grantor hereby authorizes Agent the Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent the Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent the Secured Party without appropriate endorsement, and Agent the Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such the Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such the Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such the Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Pledge Agreement (Presley Companies /De)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Loan Document, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, at the option of Secured Party (exercisable upon written notice from thereof to Grantor; provided, that neither the Administrative Agent nor the Lenders shall incur any liability for any failure to the Grantorsprovide such notice), each Grantor's ’s right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed Secured Party. Any remittance received by Grantor from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Secured Party’s security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the GrantorsGrantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument. 7.

Appears in 1 contract

Samples: And Restated Security Agreement (Coast Hotels & Casinos Inc)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Loan Document, each Grantor Grantors shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the option of Secured Party, except as prohibited by applicable Law Grantors, each Grantor's right ’ rights to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor Grantors in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed Secured Party. Any remittance received by any Grantor from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Secured Party’s security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the Grantorsappropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such the appropriate Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such the appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (NGA Holdco, LLC)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Loan Document, each Grantor Grantors shall have the right to use and to continue to make collections on and receive dividends Distributions and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the option of Secured Party, Grantors, each Grantor's ' right to make collections on and receive dividends Distributions and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividendsDistributions, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor Grantors in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed Secured Party. Any remittance received by any Grantor from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Secured Party's security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the Grantorsappropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such the appropriate Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such the appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (Central Financial Acceptance Corp)

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Agreement, each Grantor Grantors shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the option of Secured Party, Grantors, each Grantor's ' right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor Grantors in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed same. Any remittance received by Grantors from customers shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to the obligations or held as Collateral, as Agent shall electSecured Party's security interests. During Upon the existence occurrence of an Event of Default, Agent Secured Party shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the Grantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor Grantors hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (Arlen Corp)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Loan Document, each Grantor Grantors shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the option of Secured Party, Grantors, each Grantor's right ' rights to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor Grantors in trust for Agent Secured Party and promptly immediately delivered in kind to Agent (duly endorsed Secured Party. Any remittance received by any Grantor from any Person shall be presumed to Agent, if required), relate to the Collateral and to be applied subject to Secured Party's security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Secured Party shall have the sole right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the Grantorsappropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such the appropriate Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such the appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (Herbst Gaming Inc)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Transaction Document, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Collateral Agent, each Grantor's ’s right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such each Grantor in trust for Collateral Agent and promptly immediately delivered in kind to Collateral Agent (duly endorsed for the benefit of Secured Party. Any remittance received by each Grantor from any Person shall be rebuttably presumed to Agent, if required), relate to the Collateral and to be applied subject to Collateral Agent’s security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Collateral Agent shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Collateral Agent or in the name of the Grantorseach Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Collateral Agent to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Collateral Agent shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Collateral Agent without appropriate endorsement, and Collateral Agent and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such each Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such each Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (CityCenter Holdings, LLC)

Collections on the Collateral. Except as otherwise provided to the contrary in the Reimbursement Agreementany Loan Document, each Grantor Grantors shall have the right to use and to continue to make collections on and receive dividends and other the proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the option of Secured Party, Grantors, each Grantor's right ’ rights to make collections on and receive dividends and other the proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor Grantors in trust for Agent Secured Party and promptly immediately delivered in kind to Agent Secured Party (duly endorsed subject to Agent, if requiredcompliance with applicable Gaming Laws), . Any remittance received by any Grantor from any Person shall be presumed to relate to the Collateral and to be applied subject to Secured Party’s security interests. Upon the obligations or held as Collateral, as Agent shall elect. During occurrence and during the existence continuance of an Event of Default, Agent Secured Party if it so elects shall have the sole right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any Secured Party or in the name of the Grantorsappropriate Grantor, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the CollateralCollateral (subject to compliance with applicable Gaming Laws); and each Grantor hereby authorizes Agent Secured Party to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantorit, in such manner as Agent Secured Party shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Secured Party without appropriate endorsement, and Agent Secured Party and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such the appropriate Grantor, to the same extent as though it were manually executed by the duly authorized representative officer of such the appropriate Grantor, regardless of by whom or under what circumstances or by what authority such facsimile signature or other endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such each Grantor hereby expressly waives demand, presentment, protest and notice of protest or of dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Credit Agreement (Pinnacle Entertainment Inc)

Collections on the Collateral. Except as provided to the contrary in the Reimbursement Loan Agreement, each Grantor shall have the right to use and to continue to make collections on and receive dividends and other proceeds of all of the Collateral in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, upon notice from Agent to at the Grantorsoption of Lender, each Grantor's right to make collections on and receive dividends and other proceeds of the Collateral owned by it and to use or dispose of such collections and proceeds shall terminate, and any and all dividends, proceeds and collections, including all partial or total prepayments, then held or thereafter received on or on account of the Collateral will be held or received by such Grantor in trust for Agent Lender and promptly immediately delivered in kind to Agent Lender (duly endorsed to AgentLender, if required), to be applied to the obligations or held as Collateral, as Agent Lender shall elect. During Upon the existence occurrence and during the continuance of an Event of Default, Agent Lender shall have the right at all times to receive, receipt for, endorse, assign, deposit and deliver, in the name of any of the Grantors, any and all checks, notes, drafts and other instruments for the payment of money constituting proceeds of or otherwise relating to the Collateral; and each Grantor hereby authorizes Agent Lender to affix, by facsimile signature or otherwise, the general or special endorsement of such Grantor, in such manner as Agent Lender shall deem advisable, to any such instrument in the event the same has been delivered to or obtained by Agent Lender without appropriate endorsement, and Agent Lender and any collecting bank are hereby authorized to consider such endorsement to be a sufficient, valid and effective endorsement by such Grantor, to the same extent as though it were manually executed by the duly authorized representative of such Grantor, regardless of by whom or under what circumstances or by what authority such endorsement actually is affixed, without duty of inquiry or responsibility as to such matters, and such Grantor hereby expressly waives demand, presentment, protest and notice of protest or dishonor and all other notices of every kind and nature with respect to any such instrument.

Appears in 1 contract

Samples: Security Agreement (Chadmoore Wireless Group Inc)

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