Common use of Communications with Obligors; Grantors Remain Liable Clause in Contracts

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Second Lien Guarantee and Collateral Agreement (Us LBM Holdings, Inc.), Second Lien Credit Agreement (Us LBM Holdings, Inc.)

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Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have has occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have has occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Us LBM Holdings, Inc.), First Lien Guarantee and Collateral Agreement (Us LBM Holdings, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each any applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable (other than Government Accounts Receivable prior to assignment thereof established by or pursuant to the order of a court of competent jurisdiction) constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each any applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral, and with respect to Restricted Government Accounts only if an assignment thereof has been established by the order of a court of competent jurisdiction) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Emergency Medical Services CORP), Credit Agreement (Emergency Medical Services CORP)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Receivables that are included in the Collateral and parties to the Contracts (that are included in each case, to the extent constituting Collateral) Collateral to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable such Receivables or Contracts. (b) Upon The Collateral Agent may at any time notify, or require any Grantor to so notify, the request Account Debtor or counterparty on any Receivable or Contract that is included in the Collateral of the security interest of the Collateral Agent at any time therein. In addition, after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of Default, the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, Collateral Agent may upon written notice to the extent constituting Collateral) that applicable Grantor, notify, or require any Grantor to notify, the Account Debtor or counterparty to make all payments under such Accounts Receivable and such Receivables and/or Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent.; (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts included in the Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Cheniere Energy Inc), Guarantee and Collateral Agreement (Cheniere Energy Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable Receivables constituting Collateral hereunder and parties to the Contracts (in each case, to the extent contracts constituting Collateral) Collateral hereunder to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable such Receivables or Contractscontracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable the Receivables constituting Collateral hereunder and parties to such Grantor’s Contracts (in each case, to the extent contracts constituting Collateral) Collateral hereunder that such Accounts Receivable Receivables and such Contracts the contracts have been assigned to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Micron Technology Inc), Guarantee and Collateral Agreement (Micron Technology Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a8(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a8(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the ratable benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Second Lien Term Loan Credit Agreement (RSC Holdings Inc.), Guarantee and Collateral Agreement (New Sally Holdings, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting ABL Priority Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor (other than Holdings) shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Accounts Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Accounts Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Abl Guarantee and Collateral Agreement, Abl Guarantee and Collateral Agreement (SiteOne Landscape Supply, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the ratable benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Hertz Corp), Guarantee and Collateral Agreement (Hertz Corp)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Unistrut International Holdings, LLC), Guarantee and Collateral Agreement (Unistrut International Holdings, LLC)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent Trustee in its own name or in the name of others, others may at any time and from time while a Notice of Acceleration is in effect, following written notice to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Company, communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) Receivables to verify with them to the Collateral AgentTrustee’s satisfaction the existence, amount and terms of any Accounts Receivable or ContractsReceivables. (b) Upon Following the written request of the Collateral Agent at any time after the occurrence and during the continuance Trustee while a Notice of an Event of Default specified Acceleration is in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)effect, each Grantor shall notify obligors on the Receivables owned by such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Grantor that such Accounts Receivable and such Contracts Receivables have been assigned to the Collateral Agent, Trustee for the benefit of the Secured Parties, Parties and that payments in respect thereof shall are required to be made directly to the Collateral AgentTrustee. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables (or any agreement giving rise thereto) to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Subject to any Applicable Laws, neither the Collateral Agent, the Administrative Agent or Trustee nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent Trustee or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent Trustee or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Security Agreement (American Capital, LTD), Security Agreement (American Capital, LTD)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent Trustee in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(acommunicate with obligors under the Receivables and with parties to any material contract or agreement to which any Grantor is a party (the “Contracts”) to verify with them to the Collateral Trustee’s satisfaction the existence, amount and terms of any Receivables or Contracts. (b) Upon the request of the Credit AgreementCollateral Trustee, if acting at the Discharge direction of ABL Obligations the Secured Representative for the Required Secured Parties, at any time after the occurrence and during the Discharge continuance of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)an Event of Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable the Receivables and parties to such Grantor’s the Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable Receivables and such the Contracts have been assigned to the Collateral Agent, Trustee for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral AgentTrustee. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or Trustee nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent Trustee or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent Trustee or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Credit Agreement (Mirant Corp), Credit Agreement (Rri Energy Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral Receivables and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable Receivables or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable Receivables and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable Receivables and such Contracts have been assigned to the Collateral Agent, for its benefit and the ratable benefit of the other Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable or Contract (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable or Contract (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Sirva Inc), Guarantee and Collateral Agreement (Sirva Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSection 8.1(f) of the Credit AgreementAgreement with respect to any Grantor, if to the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each extent permitted by applicable Intercreditor Agreement)law, communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSection 8.1(f) of the Credit AgreementAgreement with respect to any Grantor, if to the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each extent permitted by applicable Intercreditor Agreement)law, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Credit Agreement (Nci Building Systems Inc), Guarantee and Collateral Agreement (Nci Building Systems Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral Receivables and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable Receivables or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable the Receivables and parties to such Grantor’s the Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable Receivables and such the Contracts have been assigned to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)

Communications with Obligors; Grantors Remain Liable. (a) The Note Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSection 601(i) or (ii) of the Credit Agreement, if the Discharge of ABL Obligations Indenture and the Discharge of Senior Priority Obligations have occurred (subject to each any applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Note Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Note Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSection 601(i) or (ii) of the Credit Agreement, if the Discharge of ABL Obligations Indenture and the Discharge of Senior Priority Obligations have occurred (subject to each any applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable constituting Collateral and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Note Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Note Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Note Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Note Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Note Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Collateral Agreement (Herc Holdings Inc), Indenture (Hertz Global Holdings Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time Subject to applicable law and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreementcontractual rights, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)any, communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each casecase relating to confidentiality, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, the Administrative Agent in its own name may at any time communicate with obligors under the Receivables and parties to the Contracts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Receivables or Contracts. (b) At any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aunder Section 8(a) or (f) of the Credit Agreement, if upon the Discharge request of ABL Obligations and the Discharge Administrative Agent, which request the Administrative Agent may make with the consent of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)the Required Lenders, or shall make upon the request of the Required Lenders, each Grantor shall notify obligors on the Receivables (except where such Grantor’s Accounts Receivable Receivables are subject to Retained Rights) and parties to such Grantor’s the Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable Receivables and such the Contracts have been assigned for security to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Administrative Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, Neither the Administrative Agent or nor any other Secured Party Lender shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Collateral Administrative Agent or any other Secured Party Lender of any payment relating thereto, nor shall the Collateral Administrative Agent or any other Secured Party Lender be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Guarantee and Security Agreement (National Mentor Holdings, Inc.), Guarantee and Security Agreement (National Mentor Holdings, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Additional ABL Obligations have has occurred (and subject to each any applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable (other than Government Accounts Receivable prior to assignment thereof established by or pursuant to the order of a court of competent jurisdiction) constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Additional ABL Obligations have has occurred (and subject to each any applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral, and with respect to Restricted Government Accounts only if an assignment thereof has been established by the order of a court of competent jurisdiction) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Accounts Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Accounts Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Credit Agreement (Emergency Medical Services CORP), Guarantee and Collateral Agreement (Emergency Medical Services CORP)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in Subject to the name terms of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under upon the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the written request of the Collateral Agent at any time after the occurrence and during the continuance continuation of an Event of Default specified in subsection 8.1(aunder Section 8.01(a), Section 8.01(f) or Section 8.01(g) of the Term Loan Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on the Accounts of such Grantor’s Grantor that the Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Term Loan Secured Parties, and that payments in respect thereof shall be made directly to the Collateral AgentAgent and may enforce such Grantor’s rights against such obligors. (cb) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts of such Grantor’s Accounts Receivable Grantor to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Term Loan Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Term Loan Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Term Loan Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) of such Grantor, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Term Loan Security Agreement (Tribune Publishing Co), Term Loan Credit Agreement (Tribune Publishing Co)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent or the Administrative in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each any applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Primary Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s and the Administrative Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent or the Administrative Agent’s at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each any applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Administrative Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Administrative Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Accounts Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Accounts Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (CHC Group Ltd.), Credit Agreement (CHC Group Ltd.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at At any time and from time to time after the occurrence and during the continuance of an Event of Default specified Default, upon written notice to the applicable Grantor, the Collateral Agent in subsection 8.1(a) its own name or in the name of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), Grantor may at any time communicate with obligors under the Accounts Receivable constituting Collateral Receivables and parties to the Contracts (in each case, to the extent constituting Collateral) any contract that constitutes Collateral to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or ContractsReceivables. (b) Upon the request of the Collateral Agent at At any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) Default, upon the request of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Collateral Agent, each Grantor shall promptly notify obligors on such Grantor’s Accounts Receivable the Receivables and parties to such Grantor’s Contracts (in each case, to any contract that constitutes Collateral that the extent constituting Collateral) that such Accounts Receivable Receivables and such Contracts contracts have been assigned to the Collateral Agent, Agent for the benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and each contract that constitutes Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or any contract that constitutes Collateral by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or any contract that constitutes Collateral, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times. From and after the occurrence and during the continuance of an Event of Default and upon notice thereof by the Collateral Agent to the Grantors, the Collateral Agent shall have the sole and exclusive authority to enforce all contracts that constitute Collateral and no Grantor shall take any action under any such contract, including amending, waiving, extending, terminating or cancelling any such contract, or taking any action in furtherance thereof, without the prior written consent of the Collateral Agent in each instance. (d) At any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may, in its sole discretion, in its name or in the name of any Grantor, or otherwise: (i) demand, sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for, or make any compromise or settlement deemed necessary with respect to any of the Collateral, but shall be under no obligation to do so; or (ii) extend the time of payment, arrange for payment in installments, or otherwise modify the term of, or release, any of the Collateral, without thereby incurring responsibility to, or discharging or otherwise affecting any liability of, any Grantor, other than to discharge a Grantor in so doing with respect to liabilities of such Grantor to the extent that the liabilities are paid or repaid. At any time after the occurrence and during the continuance of an Event of Default, any Collateral or other money, checks, notes, bills, drafts, or commercial paper received by any Grantor shall be held in trust for the Secured Parties and shall be promptly (in any event within two (2) Business Days) turned over to the Collateral Agent on behalf of the Secured Parties. The Collateral Agent may make such payments and take such actions as the Collateral Agent, in its sole discretion, deems necessary to protect its Liens and security interests in the Collateral or the value thereof, and the Collateral Agent is hereby unconditionally and irrevocably authorized (without limiting the general nature of the authority hereinabove conferred) to pay, purchase, contest or compromise any Liens which in the judgment of the Collateral Agent appear to be equal to, prior to or superior to its Liens and security interests in the Collateral and any Liens not created by this Agreement.

Appears in 2 contracts

Samples: Guaranty and Security Agreement (Capital Park Holdings Corp.), Guaranty and Security Agreement

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Administrative Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of communicate with obligors under the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable Receivables and parties to such any contract or other agreement to verify with them to Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Receivables. (b) Administrative Agent may at any time notify, or require any Grantor to so notify, the Account Debtor or counterparty in respect of any Receivable of the security interest of Administrative Agent therein. In addition, after the occurrence and during the continuance of an Event of Default, Administrative Agent may (i) upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the Account Debtor or counterparty to make all payments under the Receivables directly to Administrative Agent, or (ii) in the case of any Collateral in the possession or control of any warehouseman, bailee or any of the Grantor’s Contracts (in each caseagents or processors, to promptly upon request of Administrative Agent at the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit request of the Secured PartiesMajority Lenders, the Borrower Agent shall notify such warehouseman, bailee, agent or processor of the security interests created hereby and that payments in respect thereof shall be made directly to the hold all such Collateral for Administrative Agent’s account subject to Administrative Agent’s instructions. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Credit Agreement (HollyFrontier Corp), Guarantee and Collateral Agreement (HollyFrontier Corp)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Additional ABL Obligations have has occurred (and subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Additional ABL Obligations have has occurred (and subject to each applicable Intercreditor Agreement), each Grantor (other than Holdings) shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Accounts Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Accounts Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Cash Flow Guarantee and Collateral Agreement (Nci Building Systems Inc), Term Loan Guarantee and Collateral Agreement (SiteOne Landscape Supply, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) Receivables to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or ContractsReceivables. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall (i) notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Receivables that such Accounts Receivable and such Contracts the Receivables have been assigned to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent and (ii) notify each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Agent. In addition, at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to enforce, at the sole cost and expense of the Grantors, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Grantors might have done. (c) Anything Notwithstanding anything herein to the contrary notwithstandingcontrary, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or contract included in the Collateral by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or contract included in the Collateral, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (B&G Foods, Inc.), Guarantee and Collateral Agreement (B&G Foods, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have has occurred (and subject to each any applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have has occurred (and subject to each any applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Accounts Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Accounts Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Credit Agreement (Nci Building Systems Inc), Guarantee and Collateral Agreement (Nci Building Systems Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 10.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting ABL Priority Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 10.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Accounts Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Accounts Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 2 contracts

Samples: Abl Guarantee and Collateral Agreement (Univar Solutions Inc.), Abl Guarantee and Collateral Agreement (Univar Solutions Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting ABL Priority Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Accounts Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Accounts Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Abl Collateral Agreement (Univar Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Note Lien Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Enforcement Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) Receivables to verify with them to the Note Lien Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or ContractsReceivables. (b) Upon the request of the Note Lien Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Enforcement Event, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Receivables that such Accounts Receivable and such Contracts the Receivables have been assigned to the Note Lien Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Note Lien Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Note Lien Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Note Lien Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Note Lien Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times. Notwithstanding anything in this Agreement to the contrary, none of the Secured Parties shall have any remedies against any of the Counterparties (as defined in the Override Agreement) and shall not communicate with any of them if such Counterparty (as defined in the Override Agreement) has remitted to the Company for deposit in the Interest Account all amounts required to be deposited by it therein.

Appears in 1 contract

Samples: Security Agreement (Thornburg Mortgage Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Note Collateral Agent in its own name or in the name of othersothers may, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSection 601(i) or (ii) of the Credit AgreementIndenture, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each any applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Note Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Note Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSection 601(i) or (ii) of the Credit AgreementIndenture, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each any applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Note Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Note Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Note Collateral Agent, the Administrative Original Senior Lien Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Note Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Note Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Collateral Agreement (Hertz Corp)

Communications with Obligors; Grantors Remain Liable. (a) The Revolving Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9(a) of the Revolving Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Revolving Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Revolving Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9(a) of the Revolving Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Revolving Collateral Agent, for the ratable benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Revolving Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Revolving Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Revolving Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Revolving Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Revolving Guarantee and Collateral Agreement (Great North Imports, LLC)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral Receivables and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable Receivables or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable the Receivables and parties to such Grantor’s the Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable Receivables and such the Contracts have been assigned to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Collateral Agreement (Thompson Creek Metals CO Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral Receivables and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s 's satisfaction the existence, amount and terms of any Accounts Receivable Receivables or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable the Receivables and parties to such Grantor’s the Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable Receivables and such the Contracts have been assigned to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Collateral Agreement (Appleton Papers Inc/Wi)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent Secured Party in its own name or in the name of others, the Borrower or a Grantor may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(acommunicate with obligors under the Receivables to verify with them to the Secured Party’s satisfaction the existence, amount and terms of any Receivables. (b) Upon the request of the Credit AgreementSecured Party at any time after the occurrence and during the continuance of an Event of Default, if the Discharge of ABL Obligations Borrower and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Receivables that such Accounts Receivable and such Contracts the Receivables have been assigned to the Collateral Agent, Secured Party for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral AgentSecured Party. (c) Anything herein to the contrary notwithstanding, the Borrower and each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other The Secured Party shall not have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of the Borrower or any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hydrocarb Energy Corp)

Communications with Obligors; Grantors Remain Liable. (a) The U.S. Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the U.S. Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the U.S. Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the U.S. Collateral Agent, for the ratable benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the U.S. Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the U.S. Collateral Agent, the U.S. Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the U.S. Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the U.S. Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Credit Agreement (RSC Holdings Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Administrative Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) Default, communicate with obligors under the Receivables and parties to the Contracts to verify with them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Receivables or Contracts. The Administrative Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party; provided, that the provisions of Section 9.16 of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor Agreement shall notify obligors on such Grantor’s Accounts Receivable and parties apply to such Grantor’s Contracts information. (in each caseb) Upon reasonable written request of the Administrative Agent, at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent may at any time notify, or require any Grantor to so notify, the Account Debtor or counterparty on any Receivable or Contract of the security interest of the Administrative Agent therein. In addition, the Administrative Agent may upon written notice to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned applicable Grantor, notify, or require any Grantor to notify, the Account Debtor or counterparty to make all payments under the Receivables (other than, prior to the Collateral Agentoccurrence of an Event of Default that is continuing, for the benefit of the Secured Parties, and that payments in respect thereof shall be made Receivables with balances less than $1 million) and/or Contracts directly to the Collateral Administrative Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, Neither the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Administrative Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Administrative Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Tuesday Morning Corp/De)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent Co-Agents in its their own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of that an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations has and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)is continuing, communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s Co-Agents' satisfaction the existence, amount and terms of any Accounts Receivable Receivables or Contracts. (b) Upon Subject to the terms of the Intercreditor Agreement, upon the request of the Collateral Administrative Agent or the Co-Agents, as the case may be, at any time after the occurrence and during the continuance of that an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations has occurred and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)is continuing, each Grantor shall notify obligors on such Grantor’s 's Accounts Receivable and parties to such Grantor’s 's Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral AgentCo-Agents, for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral AgentAdministrative Agent or the Co-Agents, as the case may be. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s 's Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or Co-Agents nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent Co-Agents or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent Co-Agents or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Telex Communications Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Canadian Collateral Agent Agent, in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Canadian Collateral Agent’s 's satisfaction the existence, amount and terms of any Accounts Receivable constituting Collateral or Contracts. (b) Upon the request of the Canadian Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such the Grantor’s 's Accounts Receivable and parties to such the Grantor’s 's Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Canadian Collateral Agent, for the rateable benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Canadian Collateral Agent. (c) Anything herein to the contrary notwithstanding, each the Grantor shall remain liable under each of such Grantor’s its Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Canadian Collateral Agent, the Canadian Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Canadian Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Canadian Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any the Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Canadian Security Agreement (RSC Holdings Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance continuation of an Event of Default specified in subsection 8.1(a) Default, after giving reasonable written notice to the relevant Grantor of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject its intent to each applicable Intercreditor Agreement)do so, communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable Accounts. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or Contractsverification with any Secured Party; provided, that the provisions of Section 12.16 of the Term Loan Credit Agreement shall apply to such information. (b) Upon the written request of the Collateral Agent at any time after the occurrence and during the continuance continuation of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s the Accounts Receivable and parties to such Grantor’s Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the ratable benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral AgentAgent and may enforce such Grantor’s rights against such obligors. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s the Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Term Loan Security Agreement (Goodman Sales CO)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at At any time after the occurrence and during the continuance of an Event Actionable Default, the Collateral Trustee in its own name or in the name of Default specified others may at any time communicate with obligors under the Receivables that are included in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable Collateral and parties to such Grantor’s the Contracts (to verify with them to the Collateral Trustee's reasonable satisfaction the existence, amount and terms of any Receivables or Contracts, in each case, that are included in the Collateral. (b) The Collateral Trustee may at any time notify, or require any Grantor to so notify, the Account Debtor or counterparty on any Receivable or Contract that is included in the Collateral of the security interest of the Collateral Trustee therein. In addition, after the occurrence and during the continuance of an Actionable Default, the Collateral Trustee may upon written notice to the extent constituting Collateral) applicable Grantor, notify, or require any Grantor to notify, the Account Debtor or counterparty to make all payments under the Receivables and/or Contracts that such Accounts Receivable and such Contracts have been assigned to are included in the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral AgentTrustee. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts that are included in the Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract that is included in the Collateral by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract that is included in the Collateral, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (NRG Energy Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of othersothers may, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreementa Declared Default, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each any applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreementa Declared Default, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each any applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Credit Agreement (Hertz Corp)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSection 9(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Additional ABL Obligations have has occurred (and subject to each any applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSection 9(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Additional ABL Obligations have has occurred (and subject to each any applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hertz Corp)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral Receivables and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable Receivables or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable Receivables and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable Receivables and such Contracts have been assigned to the Collateral Agent, for its benefit and the ratable benefit of the other Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable or Contract (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable or Contract (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Sirva Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or ContractsReceivables. (b) Upon The Collateral Agent may at any time during which an Event of Default has occurred and is continuing notify, or require any Grantor to so notify, the request Account Debtor or counterparty on any Receivable of the security interest of the Collateral Agent at any time therein. In addition, after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of Default, the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, Collateral Agent may upon written notice to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned applicable Grantor, notify, or require any Grantor to notify, the Collateral Agent, for Account Debtor or counterparty to make all payments under the benefit of the Secured Parties, and that payments in respect thereof shall be made Receivables directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Credit Agreement (Ign Entertainment Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent Trustee in its own name or in the name of othersothers may, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of Enforcement Event, upon prior written notice to the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Borrower, communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) Receivables to verify with them to the Collateral AgentTrustee’s satisfaction the existence, amount and terms of any Accounts Receivable or ContractsReceivables; provided, however, that the relevant Grantor shall be afforded the opportunity to participate in, or, if in written form, will be provided with copies of, each such communication. (b) Upon the written request of the Collateral Agent Trustee at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Enforcement Event, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Receivables that such Accounts Receivable and such Contracts the Receivables have been assigned to the Collateral Agent, Trustee for the benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral AgentTrustee. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable Receivables (or any agreement giving rise thereto) to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Except as otherwise provided by applicable law, neither the Collateral Agent, the Administrative Agent or Trustee nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent Trustee or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent Trustee or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Credit Agreement (General Motors Co)

Communications with Obligors; Grantors Remain Liable. (a) The Note Lien Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Enforcement Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) Receivables to verify with them to the Note Lien Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or ContractsReceivables. (b) Upon the request of the Note Lien Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Enforcement Event, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Receivables that such Accounts Receivable and such Contracts the Receivables have been assigned to the Note Lien Collateral AgentAgent for its benefit, for the benefit of the Trustee and the ratable benefit of the other Secured Parties, Parties and that payments in respect thereof shall be made directly to the Note Lien Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Note Lien Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Note Lien Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Note Lien Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times. Notwithstanding anything in this Agreement to the contrary, none of the Secured Parties shall have any remedies against any of the Counterparties (as defined in the Override Agreement) and shall not communicate with any of them in connection with this Agreement if such Counterparty (as defined in the Override Agreement) has remitted to the Company for deposit in the Interest Account all amounts required to be deposited by it therein.

Appears in 1 contract

Samples: Security Agreement (Thornburg Mortgage Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Security Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Accounts Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Accounts Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Abl Guarantee and Collateral Agreement (Nci Building Systems Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Administrative Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of Default, upon prior written notice to the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Company, communicate with obligors under the Accounts Receivable constituting Receivables included in Collateral hereunder and parties to the Contracts (in each case, to the extent constituting Collateral) contracts to verify with them to the Collateral Administrative Agent’s satisfaction the existence, amount and terms of any Accounts Receivable such Receivables or Contractscontracts. (b) Upon the request of the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable the Receivables included in Collateral hereunder and parties to such Grantor’s Contracts (the contracts included in each case, to the extent constituting Collateral) Collateral hereunder that such Accounts Receivable Receivables and such Contracts the contracts have been assigned to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Administrative Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and contracts included in Collateral hereunder to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, Neither the Administrative Agent or nor any other Secured Party Lender shall have any obligation or liability under any Account such Receivable (or any agreement giving rise thereto) or contract by reason of or arising out of this Agreement or the receipt by the Collateral Administrative Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Administrative Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account such Receivable (or any agreement giving rise thereto) or contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Credit Agreement (Dole Food Co Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Additional ABL Obligations have has occurred (and subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Additional ABL Obligations have has occurred (and subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Accounts Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Accounts Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Term Loan Guarantee and Collateral Agreement (Nci Building Systems Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) or 9.1(b) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Additional ABL Obligations have has occurred (and subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) or 9.1(b) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Additional ABL Obligations have has occurred (and subject to each applicable Intercreditor Agreement), each Grantor (other than Holdings) shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Accounts Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Accounts Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Term Loan Guarantee and Collateral Agreement (Cornerstone Building Brands, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Administrative Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) Default, after giving reasonable notice to the relevant Grantor of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject its intent to each applicable Intercreditor Agreement)do so, communicate with obligors under the Accounts Receivable constituting Collateral Accounts, any Chattel Paper and parties to any Payment Intangibles (collectively, the Contracts (in each case, to the extent constituting Collateral“Receivables”) to verify with them to the Collateral Administrative Agent’s satisfaction the existence, amount and terms of any Accounts Receivable Receivables. The Administrative Agent shall have the absolute right to share any information it gains from such inspection or Contractsverification with any Secured Party. (b) Upon the written request of the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Receivables that such Accounts Receivable and such Contracts the Receivables have been assigned to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Administrative Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s the Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, Neither the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable Receivables (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt by the Collateral Administrative Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Administrative Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable Receivables (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Security Agreement (Rockwood Holdings, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at At any time and from time to time after the occurrence and during the continuance of an Event of Default specified Default, upon notice to the applicable Grantor, the Collateral Agent in subsection 8.1(a) its own name or in the name of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), Grantor may at any time communicate with obligors under the Accounts Receivable constituting Collateral Receivables and parties to the Contracts (in each case, to the extent constituting Collateral) any contract that constitutes Collateral to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or ContractsReceivables. (b) Upon the request of the Collateral Agent at At any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) Default, upon the request of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Collateral Agent, each Grantor shall promptly notify obligors on such Grantor’s Accounts Receivable the Receivables and parties to such Grantor’s Contracts (in each case, to any contract that constitutes Collateral that the extent constituting Collateral) that such Accounts Receivable Receivables and such Contracts contracts have been assigned to the Collateral Agent, Agent for the benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and each contract that constitutes Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or any contract that constitutes Collateral by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or any contract that constitutes Collateral, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times. From and after the occurrence and during the continuance of an Event of Default and upon notice thereof by the Collateral Agent to the Grantors, the Collateral Agent shall have the sole and exclusive authority to enforce all contracts that constitute Collateral and no Grantor shall take any action under any such contract, including amending, waiving, extending, terminating or cancelling any such contract, or taking any action in furtherance thereof, without the prior written consent of the Collateral Agent in each instance. (d) At any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may, in its sole discretion, in its name or in the name of any Grantor, or otherwise: (i) demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for, or make any compromise or settlement deemed necessary with respect to any of the Collateral, but shall be under no obligation to do so; or (ii) extend the time of payment, arrange for payment in installments, or otherwise modify the term of, or release, any of the Collateral, without thereby incurring responsibility to, or discharging or otherwise affecting any liability of, any Grantor, other than to discharge a Grantor in so doing with respect to liabilities of such Grantor to the extent that the liabilities are paid or repaid. At any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may make such payments and take such actions as the Collateral Agent, in its sole discretion, deems necessary to protect its Liens and security interests in the Collateral or the value thereof, and the Collateral Agent is hereby unconditionally and irrevocably authorized (without limiting the general nature of the authority hereinabove conferred) to pay, purchase, contest or compromise any Liens which in the judgment of the Collateral Agent appear to be equal to, prior to or superior to its Liens and security interests in the Collateral and any Liens not created by this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Phi Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Administrative Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of communicate with obligors under the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable Receivables and parties to such Grantor’s Contracts (in each case, any contract or other agreement to verify with them to the extent constituting CollateralAdministrative Agent's reasonable satisfaction the existence, amount and terms of any Receivables. (b) that such Accounts The Administrative Agent may at any time notify, or require any Grantor to so notify, the Account Debtor or counterparty in respect of any Receivable of the security interest of the Administrative Agent therein. In addition, after the occurrence and such Contracts have been assigned during the continuance of an Event of Default, the Administrative Agent may (i) upon written notice to the Collateral Agentapplicable Grantor, for notify, or require any Grantor to notify, the benefit of Account Debtor or counterparty to make all payments under the Secured Parties, and that payments in respect thereof shall be made Receivables directly to the Administrative Agent, or (ii) in the case of any Collateral in the possession or control of any warehouseman, bailee or any of the Borrower's agents or processors, promptly upon request of the Administrative Agent at the request of any Lender, the Borrower shall notify such warehouseman, bailee, agent or processor of the security interests created hereby and to hold all such Collateral for the Administrative Agent's account subject to the Administrative Agent's instructions. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Holly Corp)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of othersothers may, may at any time and from time to time after the occurrence and during the continuance of that an Event of Default specified in subsection 8.1(a) of shall have occurred and be continuing under the Credit Agreement, if and without further order of the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Bankruptcy Court, communicate with obligors under the Accounts Receivable constituting Collateral Receivables and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable Receivables or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of that an Event of Default specified in subsection 8.1(a) of shall have occurred and be continuing under the Credit Agreement, if and without further order of the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Bankruptcy Court, each Grantor shall notify obligors on such Grantor’s Accounts Receivable the Receivables and parties to such Grantor’s the Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable Receivables and such the Contracts have been assigned to the Collateral Agent, Agent for the benefit of the Secured Parties, Creditors and that payments in respect thereof shall be made directly to the Collateral Agent. In the event that all Events of Default have been cured or waived in accordance with the Credit Agreement, each Grantor shall have the right to notify (and upon request by the Grantors, the Collateral Agent shall notify) such obligors on the Receivables and parties to the Contracts that such payments in respect thereof shall be made directly to the applicable Grantor. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party Creditor shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party Creditor of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party Creditor be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Superpriority Debtor in Possession Guarantee and Collateral Agreement (Bally Total Fitness Holding Corp)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent Trustee in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(acommunicate with obligors under the Receivables to verify with them to the Collateral Trustee’s satisfaction the existence, amount and terms of any Receivables. (b) Upon the request of the Credit Agreement, if Collateral Trustee at any time after the Discharge occurrence and during the continuance of ABL Obligations and the Discharge an Event of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Receivables that such Accounts Receivable and such Contracts the Receivables have been assigned to the Collateral Agent, Trustee for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral AgentTrustee. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the The Collateral Agent, the Administrative Agent or any other Secured Party Trustee shall have no any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party Trustee of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party Trustee be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Security Agreement (Netscout Systems Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)under any Finance Document, communicate with obligors under the Accounts Receivable constituting Receivables that constitute Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contractssuch Receivables. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)under any Finance Document, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Receivables that constitute Collateral that such Accounts Receivable and such Contracts Receivables have been collaterally assigned to the Collateral Agent, Agent (for the benefit of the Secured Parties, ) and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Security Agreement (RDA Holding Co.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Administrative Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral Receivables and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Administrative Agent’s 's satisfaction the existence, amount and terms of any Accounts Receivables or Contracts; provided that, if no Default or Event of Default exists and is continuing, the Administrative Agent shall not contact any Governmental Authority with respect to any Receivable or ContractsContract without the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed). (b) Upon the request of the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable the Receivables and parties to such Grantor’s Contracts (the Contracts, in each case, to the extent constituting Collateral) which constitute Collateral hereunder, that such Accounts Receivable Receivables and such Contracts have been assigned to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Administrative Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Security Agreement (Corrections Corp of America)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(asubsections (i) or (ii) of Section 601 of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Indenture, communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(asubsections (i) or (ii) of Section 601 of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Indenture, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent Trustee or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Notes Collateral Agreement (US Foods Holding Corp.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Administrative Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) Pledged Receivables to verify with them to the Collateral Administrative Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or ContractsReceivables. (b) Upon the written request of the Collateral Administrative Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Pledged Receivables that such Accounts Receivable and such Contracts the Pledged Receivables have been assigned to the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, Parties and holders of Equally and Ratably Secured Obligations and that payments in respect thereof shall be made directly to the Collateral Administrative Agent. (c) Anything herein to the contrary notwithstanding, each Grantor pledging Receivables shall remain liable under each of such Grantor’s Accounts Receivable the Pledged Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Administrative Agent, the Administrative Agent or any other Secured Party nor any holder of Equally and Ratably Secured Obligations shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or Administrative Agent, any other Secured Party nor any holder of Equally and Ratably Secured Obligations of any payment relating thereto, nor shall the Collateral Agent or Administrative Agent, any other Secured Party nor any holder of Equally and Ratably Secured Obligations be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Credit Agreement (Charter Communications, Inc. /Mo/)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred Agreement (subject to each applicable Intercreditor Agreement), ) communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred Agreement (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Abl Guarantee and Collateral Agreement (Uci Holdings LTD)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at At any time after the occurrence and during the continuance of an Event Actionable Default, the Collateral Trustee in its own name or in the name of Default specified others may at any time communicate with obligors under the Receivables that are included in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable Collateral and parties to such Grantorthe Contracts to verify with them to the Collateral Trustee’s Contracts (reasonable satisfaction the existence, amount and terms of any Receivables or Contracts, in each case, that are included in the Collateral. (b) The Collateral Trustee may at any time notify, or require any Grantor to so notify, the Account Debtor or counterparty on any Receivable or Contract that is included in the Collateral of the security interest of the Collateral Trustee therein. In addition, after the occurrence and during the continuance of an Actionable Default, the Collateral Trustee may upon written notice to the extent constituting Collateral) applicable Grantor, notify, or require any Grantor to notify, the Account Debtor or counterparty to make all payments under the Receivables and/or Contracts that such Accounts Receivable and such Contracts have been assigned to are included in the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral AgentTrustee. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts that are included in the Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract that is included in the Collateral by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract that is included in the Collateral, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (NRG Energy, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Notes Collateral Agent in its own name or in the name of othersothers may, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreementbut shall not be required to, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(acommunicate with obligors under the Receivables to verify with them to the Notes Collateral Agent’s satisfaction the existence, amount and terms of any Receivables. (b) The Notes Collateral Agent may, acting pursuant to Section 6.5 hereof, at any time after the occurrence and during the continuance of the Credit Agreementan Event of Default, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), require that each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Receivables that such Accounts Receivable and such Contracts the Receivables have been assigned to the Notes Collateral Agent, Agent for the benefit of the Noteholder Secured Parties, Parties and that payments in respect thereof shall be made directly to the Notes Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Notes Collateral Agent, the Administrative Agent or nor any other Noteholder Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract of any Grantor by reason of or arising out of this Agreement or the receipt by the Notes Collateral Agent or any other Noteholder Secured Party of any payment relating thereto, nor shall the Notes Collateral Agent or any other Noteholder Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract of any Grantor, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Pledge and Security Agreement (JELD-WEN Holding, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default, to make test verifications of the Receivables in its own name or any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in the name of others, may at connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) Default, upon the Collateral Agent’s request and at the expense of the Credit Agreementrelevant Grantor, if such Grantor shall cause independent public accountants or others satisfactory to the Discharge Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Collateral Agent’s direction and control after the occurrence and during the continuance of ABL Obligations an Event of Default, and the Discharge Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of Senior Priority Obligations have occurred an Event of Default. If required by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Deposit Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.02, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (c) At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, each applicable Intercreditor Agreement)Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts. (d) The Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under about the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) Receivables to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or ContractsReceivables. (be) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Receivables that such Accounts Receivable and such Contracts the Receivables have been assigned to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (cf) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables (or any agreement giving rise thereto) to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Credit Agreement (AGA Medical Holdings, Inc.)

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Communications with Obligors; Grantors Remain Liable. (a) The Canadian Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9(a) of the ABL Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Canadian Collateral Agent’s ’s’ satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Canadian Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9(a) of the ABL Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Canadian Collateral Agent, for the ratable benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Canadian Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Canadian Collateral Agent, the Administrative Canadian Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Canadian Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Canadian Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Canadian Guarantee and Collateral Agreement (HSI IP, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent Trustee in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(acommunicate with obligors under the Receivables and parties to the Contracts to verify with them to the Collateral Trustee’s satisfaction the existence, amount and terms of any Receivables or Contracts. (b) Upon request by the Collateral Trustee (acting upon the written direction of the Credit AgreementPriority Lien Debt Representative and/or the Secured Parties), if at any time after the Discharge occurrence and during the continuance of ABL Obligations and the Discharge an Event of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable the Receivables and parties to such Grantor’s the Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable Receivables and such the Contracts have been assigned as collateral to the Collateral Agent, Trustee for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral AgentTrustee. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: First Lien Guarantee and Collateral Agreement (Carmike Cinemas Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Acceleration Event, communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) Receivables to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or ContractsReceivables. (b) [Reserved.] (c) Upon the request of the Collateral Agent Agent, at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Acceleration Event, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Receivables that such Accounts Receivable and such Contracts the Receivables have been assigned to the Collateral Agent, Agent for the benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (cd) [Reserved.] (e) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract of any Grantor by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract of any Grantor, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Credit Agreement (Clarivate Analytics PLC)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (ba) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSubsection 9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (cb) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Credit Agreement (Atkore International Group Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of when an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations has occurred and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)is continuing, communicate with obligors under the Accounts Receivable constituting Receivables required to be included in Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contractssuch Receivables. (b) Upon Subject to the terms of the Intercreditor Agreement, upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties the Receivables required to such Grantor’s Contracts (be included in each case, to the extent constituting Collateral) Collateral that such Accounts Receivable and such Contracts Receivables have been assigned to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables required to be included in the Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account such Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account such Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Second Lien Security Agreement (Global Aviation Holdings Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of othersothers may, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSection 9(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each any applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSection 9(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each any applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hertz Global Holdings, Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) Receivables to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or ContractsReceivables. (b) [Reserved]. (c) Upon the request of the Collateral Agent Agent, at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Receivables that such Accounts Receivable and such Contracts the Receivables have been assigned to the Collateral Agent, Agent for the benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (cd) [Reserved]. (e) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract of any Grantor by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract of any Grantor, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: First Lien Pledge and Security Agreement (Powerschool Holdings, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a8(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s 's satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a8(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s 's Accounts Receivable and parties to such Grantor’s 's Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the ratable benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s 's Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (RSC Holdings Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, communicate with obligors under the Accounts Receivable constituting Collateral Receivables and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable Receivables or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall promptly notify obligors on such Grantor’s Accounts Receivable the Receivables (other than Vodafone and Citibank, it being understood that Vodafone and Citibank have consented to and acknowledged the collateral assignment of the Receivables arising under the Vodafone Agreement and the Citibank Agreement pursuant to the Vodafone Consent and Acknowledgement) and parties to such Grantor’s the Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable Receivables and such the Contracts have been assigned to the Collateral Agent, Agent for the benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement (or any other Credit Document) or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times. From and after the occurrence and during the continuation of an Event of Default and following the notice thereof by the Collateral Agent, the Collateral Agent shall have the exclusive authority to enforce all Contracts included within the Collateral and no Grantor shall take any action under any Contract, including amending, waiving, extending, terminating or cancelling any such Contract, or taking any action in furtherance thereof, without the prior written consent of the Collateral Agent in each instance.

Appears in 1 contract

Samples: Security Agreement (Elephant Talk Communications Corp)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral Receivables and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable Receivables or Contracts. (b) Upon Subject to the terms of the Intercreditor Agreement, upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable the Receivables and parties to such Grantor’s the Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable Receivables and such the Contracts have been assigned to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent Agent, Holder or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent Agent, any Holder or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Second Lien Collateral Agreement (Appvion, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Note Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSection 601(i) or (ii) of the Credit AgreementIndenture, if the Discharge of ABL Obligations and the Discharge of Senior Priority Additional ABL Obligations have has occurred (and subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Note Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts, but shall be under no obligation to do so. (b) Upon the request of the Note Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSection 601(i) or (ii) of the Credit AgreementIndenture, if the Discharge of ABL Obligations and the Discharge of Senior Priority Additional ABL Obligations have has occurred (and subject to each applicable Intercreditor Agreement), each Grantor (other than Holdings) shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Note Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Note Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Note Collateral Agent, the Administrative Agent Trustee or any other Secured Party shall have any obligation or liability under any Account Accounts Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Note Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Note Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Accounts Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Notes Collateral Agreement (Cornerstone Building Brands, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral After the Discharge of ABL Obligations, the Administrative Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aDefault, communicate with obligors under the Accounts Receivable to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Accounts Receivable. (b) The Administrative Agent may at any time after the occurrence and during the continuance of an Event of Default, notify, or require any Grantor to so notify, the Account Debtor or counterparty on any Accounts Receivable of the Credit Agreementsecurity interest of the Administrative Agent therein. In addition, if after the Discharge of ABL Obligations Obligations, and upon the Discharge occurrence and during the continuance of Senior Priority Obligations have occurred (subject an Event of Default, the Administrative Agent may upon written notice to each the applicable Intercreditor Agreement)Grantor, each notify, or require any Grantor shall notify obligors on such Grantor’s to notify, the Account Debtor or counterparty to make all payments under the Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Administrative Agent.; (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s the Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Accounts Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Accounts Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (EveryWare Global, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Servicemaster Co, LLC)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time only after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral Receivables and parties to the Contracts (in each case, to the extent constituting Collateral) Collateral to verify with them to the Collateral Agent’s reasonable satisfaction the existence, amount and terms of any Accounts Receivable such Receivables or Contracts. (b) Upon the request of the Collateral Agent at any time Only after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) Default, the Collateral Agent may (and each Grantor at the request of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall Collateral Agent shall) notify obligors on such Grantor’s Accounts Receivable the Receivables and parties to Contracts constituting Collateral that a security interest in such Grantor’s Receivables and the Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have has been assigned granted to the Collateral Agent, Agent for the benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable Receivables and Contracts to observe and perform in all material respects the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any written agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Credit Agreement (Innoviva, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral Receivables and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable Receivables or Contracts. (ba) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable the Receivables and parties to such Grantor’s the Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable Receivables and such the Contracts have been assigned to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (cb) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Canadian Collateral Agreement (Thompson Creek Metals CO Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent Agent, in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an a Noticed Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties Receivables to the Contracts (in each caseverify with them, to the extent constituting Collateral) to verify with them to satisfaction of the Collateral Agent’s satisfaction , the existence, amount and terms of any Accounts Receivable or ContractsReceivables. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an a Noticed Event of Default specified in subsection 8.1(a) of Default, the Credit AgreementCollateral Agent, if upon written notice to the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Borrower, may require each Grantor shall to notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Receivables that such Accounts Receivable and such Contracts the Receivables have been assigned to the Collateral Agent, Agent for the ratable benefit of the Applicable Secured Parties, Parties and that payments in respect thereof shall shall, subject to Sections 3.2 and 4.2, be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Kerr McGee Corp /De)

Communications with Obligors; Grantors Remain Liable. (a) The Each Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) Receivables to verify with them to the such Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivables (the “Receivable or ContractsRecords”). (b) Upon Each Collateral Agent may at any time notify, or require any Grantor to so notify, the request Account Debtor or counterparty on any Receivable or Contract of the security interest of the Collateral Agent at any time after Agents therein. In addition, upon the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, Collateral Agent may upon written notice to the extent constituting Collateral) that such Accounts Receivable and such applicable Grantor, notify, or require any Grantor to notify, the Account Debtor or counterparty to make all payments under the Receivables and/or Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Senior Collateral AgentAgent until the Senior Obligations are paid in full and the Collateral Agents (on a ratable basis) thereafter. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Subordinated Credit Agreement (Virgin Mobile USA, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aDefault, after giving reasonable notice to the relevant Grantor of its intent to do so, (A) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the and/or Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable and/or Contracts, (B) directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the clause 5.1(b)(i), and (C) enforce collection of any such Accounts and Contracts and may adjust, settle or Contractscompromise the amount of payment thereof, in the same manner and to the same extent as such Grantor; provided that, (x) the failure by the Collateral Agent to give such notice the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 5.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.6 of the Credit Agreement has occurred and is continuing. Without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, any Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 5.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. (b) Upon the written request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s the Accounts Receivable and parties to such Grantor’s Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s the Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunderthereunder (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times. (d) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Contracts to observe and perform all of the conditions and obligations to be observed and performed by it thereunder, all in accordance with and pursuant to the terms and provisions of each Contract. Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating to such Contract pursuant hereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any performance by any party under any Contract, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to them or to which they may be entitled at any time or times.

Appears in 1 contract

Samples: Credit Agreement (Alliance HealthCare Services, Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Term Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a8(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Term Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Term Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a8(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Term Collateral Agent, for the ratable benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Term Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Term Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Term Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Term Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Great North Imports, LLC)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified Default” under and as defined in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)any Finance Document, communicate with obligors under the Accounts Receivable constituting Receivables that constitute Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contractssuch Receivables. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified Default” under and as defined in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)any Finance Document, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Receivables that constitute Collateral that such Accounts Receivable and such Contracts Receivables have been collaterally assigned to the Collateral Agent, Agent (for the benefit of the Secured Parties, ) and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Security Agreement (Bankrate, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred Agreement (subject to each applicable Intercreditor Agreement), ) communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred Agreement (subject to each applicable Intercreditor Agreement), ) each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Abl Guarantee and Collateral Agreement (Us LBM Holdings, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Common Collateral Agent in its own name or in the name of othersothers may, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSection 9(a) of the applicable Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each any applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Common Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Common Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSection 9(a) of the applicable Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each any applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Common Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Common Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Common Collateral Agent, the Credit Facility Administrative Agent, L/C Facility Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Common Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Common Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hertz Corp)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance continuation of an Event of Default specified in subsection 8.1(a) Default, after giving reasonable prior written notice to the relevant Grantor of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject its intent to each applicable Intercreditor Agreement)do so, communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable Accounts. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or Contractsverification with any First Lien Secured Party; provided, that the provisions of Section 13.16 of the First Lien Credit Agreement or any equivalent provision of any Additional First Lien Agreement shall apply to such information. (b) Upon the prior written request of the Collateral Agent at any time after the occurrence and during the continuance continuation of an Event of Default specified (it being understood that the exercise of remedies by the First Lien Secured Parties in subsection 8.1(a) connection with an Event of Default under Section 11.5 of the First Lien Credit AgreementAgreement or any equivalent provision of any Additional First Lien Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreementno such written notice shall be required), each Grantor shall notify obligors on such Grantor’s the Accounts Receivable and parties to such Grantor’s Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the First Lien Secured Parties, and that payments in respect thereof shall be made directly to the Collateral AgentAgent and that the Collateral Agent may enforce such Grantor’s rights against such obligors. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s the Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other First Lien Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other First Lien Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other First Lien Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: First Lien Security Agreement (Grocery Outlet Holding Corp.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Administrative Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(acommunicate with obligors under the Receivables constituting Collateral to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables constituting Collateral after giving reasonable prior notice to the Borrower and any other relevant Grantor. (b) At any time after the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and each Grantor at the reasonable request of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall Administrative Agent shall) notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent Receivables constituting Collateral) Collateral that such Accounts Receivable and such Contracts the Receivables have been assigned to the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Administrative Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable Receivables constituting Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Third Amendment Agreement (KAR Auction Services, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The ---------------------------------------------------- Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral Receivables and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s 's satisfaction the existence, amount and terms of any Accounts Receivable Receivables or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable the Receivables and parties to such Grantor’s the Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable Receivables and such the Contracts have been assigned to the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Edison Mission Energy)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent Trustee in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(acommunicate with obligors under the Receivables and parties to the Contracts to verify with them to the Collateral Trustee’s satisfaction the existence, amount and terms of any Receivables or Contracts. (b) Upon request by the Collateral Trustee (acting upon the written direction of the Credit AgreementParity Lien Debt Representative and/or the Secured Parties), if at any time after the Discharge occurrence and during the continuance of ABL Obligations and the Discharge an Event of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable the Receivables and parties to such Grantor’s the Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable Receivables and such the Contracts have been assigned as collateral to the Collateral Agent, Trustee for the ratable benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral AgentTrustee. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Second Lien Collateral Agreement (Carmike Cinemas Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so (it being understood that in connection with an Event of Default specified in subsection 8.1(a) under Section 11.5 of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreementno such written notice shall be required), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable Accounts. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or Contractsverification with any Secured Party. (b) Upon the written request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s the Accounts Receivable and parties to such Grantor’s Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, Agent for the benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s the Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Security Agreement (Accellent Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a8(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a8(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the ratable benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Servicemaster Co)

Communications with Obligors; Grantors Remain Liable. (a) The Notes Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance continuation of an Event of Default specified in subsection 8.1(a) Default, after giving reasonable written notice to the relevant Grantor of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject its intent to each applicable Intercreditor Agreement)do so, communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Notes Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable Accounts. The Notes Collateral Agent shall have the absolute right to share any information it gains from such inspection or Contractsverification with any Secured Party. (b) Upon the written request of the Notes Collateral Agent at any time after the occurrence and during the continuance continuation of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s the Accounts Receivable and parties to such Grantor’s Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Notes Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Notes Collateral AgentAgent and may enforce such Grantor’s rights against such obligors. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s the Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Notes Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Notes Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Notes Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Notes Security Agreement (Associated Materials, LLC)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Administrative Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of communicate with obligors under the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable Receivables and parties to such Grantor’s the Contracts (in each case, to verify with them to the extent constituting CollateralAdministrative Agent’s satisfaction the existence, amount and terms of any Receivables or Contracts. (b) that such Accounts The Administrative Agent may at any time after the occurrence and during the continuance of an Event of Default notify, or require any Grantor to so notify, the Account Debtor or counterparty on any Receivable or Contract of the security interest of the Administrative Agent therein. In addition, after the occurrence and such Contracts have been assigned during the continuance of an Event of Default, subject to the Collateral AgentIntercreditor Agreement, for the benefit of Administrative Agent may upon written notice to the Secured Partiesapplicable Grantor, and that notify, or require any Grantor to notify, the Account Debtor or counterparty to make all payments in respect thereof shall be made under the Receivables and/or Contracts directly to the Collateral Administrative Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Credit Agreement (Babcock & Wilcox Enterprises, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Canadian Collateral Agent Agent, in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Canadian Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable constituting Collateral or Contracts. (b) Upon the request of the Canadian Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Canadian Collateral Agent, for the rateable benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Canadian Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Canadian Collateral Agent, the Administrative Canadian Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Canadian Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Canadian Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Canadian Guarantee and Collateral Agreement (Hertz Corp)

Communications with Obligors; Grantors Remain Liable. (a) The U.S. Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the U.S. Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the U.S. Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the U.S. Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the U.S. Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the U.S. Collateral Agent, the U.S. Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the U.S. Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the U.S. Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (RSC Equipment Rental, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent Secured Creditors in its their own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(acommunicate with obligors under the Receivables to verify with them to Secured Creditors’ satisfaction the existence, amount and terms of any Receivables. (b) Upon the written request of Secured Creditors at any time after the Credit Agreement, if occurrence and during the Discharge continuance of ABL Obligations and the Discharge an Event of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) Receivables that such Accounts Receivable and such Contracts the Receivables have been assigned to the Collateral Agent, for the benefit of the Secured Parties, Creditors and that payments in respect thereof shall be made directly to the Collateral AgentSecured Creditors. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under in respect of each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party Creditors shall have any no obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party Creditors of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party Creditors be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times. (d) After the occurrence and during the continuance of an Event of Default, for the purpose of enabling Secured Creditors to exercise rights and remedies under this Agreement, each Grantor hereby grants to Secured Creditors an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Mannkind Corp)

Communications with Obligors; Grantors Remain Liable. (a) The Note Collateral Agent in its own name or in the name of others, may (subject to the First Lien Intercreditor Agreement) at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSection 601(i) or (ii) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Indenture, communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Note Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Note Collateral Agent Agent, at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(aSection 601(i) or (ii) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Indenture, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Note Collateral Agent, for the benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Note Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Note Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Note Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Note Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment pay- ment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Collateral Agreement (RSC Equipment Rental, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a8(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a8(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Great North Imports, LLC)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an a Priority Lien Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) Receivables to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or ContractsReceivables. (b) Upon After the request occurrence and during the continuance of a Priority Lien Event of Default, the Collateral Agent may at any time notify, or require any Grantor to so notify, the Account Debtor or counterparty on any Receivable of the security interest of the Collateral Agent at any time therein. In addition, after the occurrence and during the continuance of an a Priority Lien Event of Default specified in subsection 8.1(a) of Default, the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, Collateral Agent may upon written notice to the extent constituting Collateral) that such Accounts applicable Grantor, notify, or require any Grantor to notify, the Account Debtor or counterparty to make all payments under the Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other No Priority Lien Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Priority Lien Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Priority Lien Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Collateral Agreement (Gogo Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a9(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the ratable benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.,

Appears in 1 contract

Samples: u.s. Guarantee and Collateral Agreement (New Sally Holdings, Inc.)

Communications with Obligors; Grantors Remain Liable. (a) The Subject to the terms of the Intercreditor Agreement, the Notes Collateral Agent in its own name or in the name of others, others may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) Default, after giving notice to the relevant Grantor of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject its intent to each applicable Intercreditor Agreement)do so, communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Notes Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable Accounts. The Notes Collateral Agent shall have the absolute right to share any information it gains from such inspection or Contractsverification with any Secured Party. (b) Upon the written request of the Notes Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a) of the Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement)Default, each Grantor shall notify obligors on such Grantor’s the Accounts Receivable and parties to such Grantor’s Contracts (in each case, to that the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Notes Collateral Agent, Agent for the benefit of the Secured Parties, Parties and that payments in respect thereof shall be made directly to the Notes Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s the Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of Neither the Notes Collateral Agent, the Administrative Agent or nor any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt by the Notes Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Notes Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) ), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Security Agreement (Accellent Inc)

Communications with Obligors; Grantors Remain Liable. (a) The Revolving Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a8(a) of the Revolving Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), communicate with obligors under the Accounts Receivable constituting Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Revolving Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts. (b) Upon the request of the Revolving Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in subsection 8.1(a8(a) of the Revolving Credit Agreement, if the Discharge of ABL Obligations and the Discharge of Senior Priority Obligations have occurred (subject to each applicable Intercreditor Agreement), each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Revolving Collateral Agent, for the ratable benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Revolving Collateral Agent. (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Revolving Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Account Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Revolving Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Revolving Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Servicemaster Co)

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