Common use of Remedies Relating to Accounts Clause in Contracts

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, the Administrative Agent shall have the right to enforce any Obligor’s rights against any account debtors and obligors on such Obligor’s Accounts. Each Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions of this Section shall constitute Proceeds of Collateral and shall be applied to the Credit Party Obligations in accordance with the terms of the Credit Agreement and that such Obligor shall not have any right, title or interest in such Proceeds except as provided in the Credit Agreement. To the extent required by the Administrative Agent, each Obligor agrees, upon the occurrence and during the continuance of an Event of Default, to execute any document or instrument, and to take any action, necessary under applicable law (including the Federal Assignment of Claims Act) in order for the Administrative Agent to exercise its rights and remedies (or be able to exercise its rights and remedies at some future date) with respect to any Accounts of such Obligor where the account debtor is a Governmental Authority. The Administrative Agent and the Lenders shall have no liability or responsibility to any Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Obligor hereby agrees to indemnify the Administrative Agent and the Lenders and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the Lenders (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by an Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, the Administrative Agent shall have the right to enforce any the Obligor’s 's rights against any account debtors debtor and obligors obligor on such the Obligor’s 's Accounts. Each The Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions of this Section shall constitute Proceeds of Collateral and hereof shall be applied to solely for the Credit Party Obligations in accordance with the terms of the Credit Agreement Agent's own convenience and that such the Obligor shall not have any right, title or interest in such Proceeds Accounts or in any such other amounts except as expressly provided in the Credit Agreement. To the extent required by the Administrative Agent, each Obligor agrees, upon the occurrence and during the continuance of an Event of Default, to execute any document or instrument, and to take any action, necessary under applicable law (including the Federal Assignment of Claims Act) in order for the Administrative Agent to exercise its rights and remedies (or be able to exercise its rights and remedies at some future date) with respect to any Accounts of such Obligor where the account debtor is a Governmental Authorityherein. The Administrative Agent and the Lenders shall have no liability or responsibility to any the Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each The Obligor hereby agrees to indemnify the Administrative Agent and the Lenders and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees suffered or incurred by the Administrative Agent or the Lenders each Indemnitee (each, an “Indemnified Party”as defined in Section 2(d) above) because of the maintenance of the foregoing arrangements except arrangements; provided that such indemnity shall not, as relating to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or arising out related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agentssuch Indemnitee. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by an the Obligor, its directors, shareholders or creditors or an Indemnified Party Indemnitee or any other Person or any other Indemnified Party Indemnitee is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, the Administrative Agent shall have the right to (i) enforce any Obligor’s Credit Party's rights against any account debtors and obligors on such Obligor’s Credit Party's Accounts (ii) notify (or cause its designee to notify) any Credit Party's customers and account debtors that the Accounts of such Credit Party have been assigned to the Agent or of the Agent's security interest therein, (iii) (either in its own name or in the name of a Credit Party or both) demand, collect, receive, take receipt for, sell, sue for, compound, settle, compromise and give acquittance for axx and all amounts due or to become due on any Account, and (iv) in the Agent's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Lenders in the Accounts. Each Obligor Credit Party acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions of this Section shall constitute Proceeds of Collateral and hereof shall be applied to solely for the Credit Party Obligations in accordance with the terms of the Credit Agreement Agent's own convenience and that such Obligor Credit Party shall not have any right, title or interest in such Proceeds or in any such other amounts except as expressly provided in the Credit Agreement. To the extent required by the Administrative Agent, each Obligor agrees, upon the occurrence and during the continuance of an Event of Default, to execute any document or instrument, and to take any action, necessary under applicable law (including the Federal Assignment of Claims Act) in order for the Administrative Agent to exercise its rights and remedies (or be able to exercise its rights and remedies at some future date) with respect to any Accounts of such Obligor where the account debtor is a Governmental Authorityherein. The Administrative Agent and the Lenders shall have no liability or responsibility to any Obligor Credit Party for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. The Agent shall have no obligation to apply or give credit for any item included in proceeds of Accounts or other Collateral until the applicable Collection Bank has received final payment therefor at its offices in cash. However, if the Agent does permit credit to be given for any item prior to a Collection Bank receiving final payment therefor and such Collection Bank fails to receive such final payment or an item is charged back to the Agent or any Collection Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such Collection Accounts, together with interest thereon at a rate per annum equal to the Default Rate set forth in Section 4.2 of the Credit Agreement. Each Obligor Credit Party hereby agrees to indemnify the Administrative Agent and the Lenders and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees suffered or actually incurred by the Administrative Agent or the Lenders (each, an “"Indemnified Party”") because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agentsagents or an Indemnified Party's breach of this Security Agreement or any Credit Documents in any material respect. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by an Obligora Credit Party, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto. The Agent shall have no liability or responsibility to any Credit Party for a Collection Bank accepting any check, draft or other order for payment of money bearing the legend "payment in full" or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance (it being understood that this sentence shall in no way affect the liability or responsibility of any such Collection Bank).

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, the Administrative Agent shall have the right right, subject to applicable law, to enforce any Obligorthe Debtor’s rights against any account debtors debtor and obligors on such Obligorthe Debtor’s Accounts. Each Obligor The Debtor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions of this Section shall constitute Proceeds of Collateral and hereof shall be applied to solely for the Credit Party Obligations in accordance with the terms of the Credit Agreement Administrative Agent’s own convenience and that such Obligor the Debtor shall not have any right, title or interest in such Proceeds or in any such other amounts except as expressly provided in the Credit Agreementherein. To the extent required by the Administrative Agent, each Obligor agrees, upon the occurrence and during the continuance of an Event of Default, Debtor agrees to execute any document or instrument, and to take any action, necessary under applicable law (including the Federal Assignment of Claims Act) in order for the Administrative Agent to exercise its rights and remedies (or to be able to exercise its rights and remedies at some future date) with respect to any Accounts of such Obligor the Debtor where the account debtor is a Governmental Authority. The Administrative Agent and the Lenders shall have no liability or responsibility to any Obligor the Debtor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Obligor The Debtor hereby agrees to indemnify the Administrative Agent and the Lenders and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ fees suffered or incurred by the Administrative Agent or the Lenders (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by an Obligorthe Debtor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, the Administrative Agent shall have the right to enforce any Obligor’s 's rights against any account debtors and obligors on such Obligor’s 's Accounts. Each Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions of this Section shall constitute Proceeds of Collateral and hereof shall be applied to solely for the Credit Party Obligations in accordance with the terms of the Credit Agreement Agent's own convenience and that such Obligor shall not have any right, title or interest in such Proceeds Accounts or in any such other amounts except as expressly provided in the Credit Agreement. To the extent required by the Administrative Agent, each Obligor agrees, upon the occurrence and during the continuance of an Event of Default, to execute any document or instrument, and to take any action, necessary under applicable law (including the Federal Assignment of Claims Act) in order for the Administrative Agent to exercise its rights and remedies (or be able to exercise its rights and remedies at some future date) with respect to any Accounts of such Obligor where the account debtor is a Governmental Authorityherein. The Administrative Agent and the Lenders shall have no liability or responsibility to any Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Obligor hereby agrees to indemnify the Administrative Agent and the Lenders and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees suffered or incurred by the Administrative Agent or the Lenders each Indemnitee (each, an “Indemnified Party”as defined in Section 2(d) above) because of the maintenance of the foregoing arrangements except arrangements; provided that such indemnity shall not, as relating to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or arising out related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agentssuch Indemnitee. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by an Obligor, its directors, shareholders or creditors or an Indemnified Party Indemnitee or any other Person or any other Indemnified Party Indemnitee is otherwise a party thereto.

Remedies Relating to Accounts. Upon the occurrence of an Event of Default and during the continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, the Administrative Agent shall have the right to enforce any Obligor’s 's rights against any account debtors and obligors on such Obligor’s 's Accounts. Each Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions of this Section shall constitute Proceeds of Collateral and hereof shall be applied to solely for the Credit Party Obligations in accordance with the terms of the Credit Agreement Agent's own convenience and that such Obligor shall not have any right, title or interest in such Proceeds Accounts or in any such other amounts except as expressly provided in the Credit Agreement. To the extent required by the Administrative Agent, each Obligor agrees, upon the occurrence and during the continuance of an Event of Default, to execute any document or instrument, and to take any action, necessary under applicable law (including the Federal Assignment of Claims Act) in order for the Administrative Agent to exercise its rights and remedies (or be able to exercise its rights and remedies at some future date) with respect to any Accounts of such Obligor where the account debtor is a Governmental Authorityherein. The Administrative Agent and the Lenders shall have no liability or responsibility to any Obligor for acceptance of a check, draft or other order for payment of money bearing the legend “"payment in full” " or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Each Obligor hereby agrees to indemnify the Administrative Agent and the Lenders and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys’ ' fees suffered or incurred by the Administrative Agent or the Lenders each Indemnitee (each, an “Indemnified Party”as defined in Section 2(c) above) because of the maintenance of the foregoing arrangements except arrangements; provided that such indemnity shall not, as relating to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or arising out related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agentssuch Indemnitee. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by an Obligor, its directors, shareholders or creditors or an Indemnified Party Indemnitee or any other Person or any other Indemnified Party Indemnitee is otherwise a party thereto.