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 Lender has exercised any or all of its rights and remedies hereunder, each Obligor will promptly upon request of the Lender instruct all account debtors to remit all payments in respect of Accounts to a mailing location selected by the Lender. In addition, upon the occurrence and during the continuation of an Event of Default, the Lender or its designee may notify any Obligor's customers and account debtors that the Accounts of such Obligor have been assigned to the Lender or of the Lender's security interest therein, and may (either in its own name or in the name of an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, xxx for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Lender's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Lender in the Accounts. Each Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Lender in accordance with the provisions hereof shall be solely for the Lender's own convenience and that such Obligor shall not have any right, title or interest in such Proceeds except as expressly provided herein. The Lender 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 Lender from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys' fees suffered or incurred by the Lender because of the maintenance of the foregoing arrangements, except as relating to or arising out of the gross negligence or willful misconduct or unlawful conduct of the Lender or its officers or employees. 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 the Lender or any other Person.

Remedies relating to Accounts. Upon the occurrence of an ----------------------------- Event of Default and during the continuation thereof, whether or not the Lender Agent has exercised any or all of its rights and remedies hereunder, each Obligor will promptly upon request of the Lender instruct all Agent shall have the right to (i) enforce any Credit Party's rights against any account debtors to remit all payments in respect of and obligors on such Credit Party's Accounts to a mailing location selected by the Lender. In addition, upon the occurrence and during the continuation of an Event of Default, the Lender (ii) notify (or cause its designee may notify to notify) any ObligorCredit Party's customers and account debtors that the Accounts of such Obligor Credit Party have been assigned to the Lender Agent or of the LenderAgent's security interest therein, and may (iii) (either in its own name or in the name of an Obligor a Credit Party or both) demand, collect (including without limitation by way of a lockbox arrangement)collect, receive, take receipt for, sell, xxx sue for, compound, settle, compromise and give acquittance for any axx and all amounts due or to become due on any Account, and, and (iv) in the LenderAgent's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Lender Lenders in the Accounts. Each Obligor Credit Party acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Lender Agent in accordance with the provisions hereof shall be solely for the LenderAgent'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 herein. The Lender 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 Lender Agent and the Lenders from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys' fees suffered or actually incurred by the Lender Agent or the Lenders (each, an "Indemnified Party") because of the maintenance of the foregoing arrangements, arrangements except as relating to or arising out of the gross negligence or willful misconduct or unlawful conduct of the Lender an Indemnified Party or its officers officers, employees or employeesagents 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 the Lender an Indemnified Party or any other PersonPerson 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 Lender Administrative Agent has exercised any or all of its rights and remedies hereunder, each Obligor will promptly upon request of the Lender instruct all Administrative Agent shall have the right, subject to applicable law, to enforce the Debtor’s rights against any account debtors to remit all payments in respect of Accounts to a mailing location selected by debtor and obligors on the Lender. In addition, upon the occurrence and during the continuation of an Event of Default, the Lender or its designee may notify any Obligor's customers and account debtors that the Accounts of such Obligor have been assigned to the Lender or of the Lender's security interest therein, and may (either in its own name or in the name of an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, xxx for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Lender's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Lender in the Debtor’s Accounts. Each Obligor The Debtor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Lender Administrative Agent in accordance with the provisions hereof shall be solely for the Lender's 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 herein. To the extent required by the Administrative Agent, the Debtor agrees to execute any document or instrument, and to take any action, necessary under applicable law 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 the Debtor where the account debtor is a Governmental Authority. The Lender 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 Lender Administrative Agent and the Lenders from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys' ’ fees suffered or incurred by the Lender Administrative Agent or the Lenders (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements, arrangements except as relating to or arising out of the gross negligence or willful misconduct or unlawful conduct of the Lender an Indemnified Party or its officers officers, employees or employeesagents. 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 the Lender an Indemnified Party or any other PersonPerson 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 Lender Agent has exercised any or all of its rights and remedies hereunder, each Obligor will promptly upon request of the Lender instruct all account debtors Agent shall have the right to remit all payments in respect of Accounts to a mailing location selected by the Lender. In addition, upon the occurrence and during the continuation of an Event of Default, the Lender or its designee may notify enforce any Obligor's customers and rights against any account debtors that the Accounts of and obligors on such Obligor have been assigned to the Lender or of the LenderObligor's security interest therein, and may (either in its own name or in the name of an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, xxx for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Lender's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Lender in the Accounts. Each Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Lender Agent in accordance with the provisions hereof shall be solely for the LenderAgent'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 herein. The Lender 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 Lender Agent and the Lenders from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys' fees suffered or incurred by the Lender each Indemnitee (as defined in Section 2(c) above) because of the maintenance of the foregoing arrangements; provided that such indemnity shall not, except 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 or unlawful conduct of the Lender or its officers or employeessuch 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 the Lender an Indemnitee or any other PersonPerson or any other 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 Lender Agent has exercised any or all of its rights and remedies hereunder, each Obligor will promptly upon request of the Lender instruct all account debtors Agent shall have the right to remit all payments in respect of Accounts to a mailing location selected by the Lender. In addition, upon the occurrence and during the continuation of an Event of Default, the Lender or its designee may notify enforce any Obligor's customers and rights against any account debtors that the Accounts of and obligors on such Obligor have been assigned to the Lender or of the LenderObligor's security interest therein, and may (either in its own name or in the name of an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, xxx for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Lender's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Lender in the Accounts. Each Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Lender Agent in accordance with the provisions hereof shall be solely for the LenderAgent'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 herein. The Lender 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 Lender Agent and the Lenders from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys' fees suffered or incurred by the Lender each Indemnitee (as defined in Section 2(d) above) because of the maintenance of the foregoing arrangements; provided that such indemnity shall not, except 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 or unlawful conduct of the Lender or its officers or employeessuch 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 the Lender an Indemnitee or any other PersonPerson or any other 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 Lender Administrative Agent has exercised any or all of its rights and remedies hereunder, each Obligor will promptly upon request of the Lender instruct all Administrative Agent shall have the right to enforce any Obligor’s rights against any account debtors to remit all payments in respect of Accounts to a mailing location selected by the Lender. In addition, upon the occurrence and during the continuation of an Event of Default, the Lender or its designee may notify any obligors on such Obligor's customers and account debtors that the Accounts of such Obligor have been assigned to the Lender or of the Lender's security interest therein, and may (either in its own name or in the name of an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, xxx for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Lender's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Lender in the ’s Accounts. Each Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Lender Administrative Agent in accordance with the provisions hereof of this Section shall be solely for the Lender's Administrative Agent’s own convenience and that such Obligor shall not have any right, title or interest in such Proceeds or in any such other amounts except as expressly provided herein. After the occurrence and during the continuance of an Event of Default, to the extent required by the Administrative Agent, each Obligor 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 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 Lender 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 Lender Administrative Agent and the Lenders and their respective officers, directors, employees, agents, 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 Lender Administrative Agent or the Lenders (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangementsarrangements except, except with respect to any Indemnified Party, as relating to or arising out of the gross negligence or willful misconduct or unlawful conduct of the Lender such Indemnified Party or its officers officers, employees or employeesagents. 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 the Lender an Indemnified Party or any other PersonPerson or any other Indemnified Party is otherwise a party thereto.

Remedies relating to Accounts. Upon During the occurrence continuation of an ----------------------------- Event of Default and during the continuation thereofDefault, whether or not the Lender Administrative Agent has exercised any or all of its rights and remedies hereunder, each Obligor will promptly upon request of the Lender instruct all Administrative Agent shall have the right to enforce any Obligor’s rights against any account debtors to remit all payments in respect of Accounts to a mailing location selected by the Lender. In addition, upon the occurrence and during the continuation of an Event of Default, the Lender or its designee may notify any obligors on such Obligor's customers and account debtors that the Accounts of such Obligor have been assigned to the Lender or of the Lender's security interest therein, and may (either in its own name or in the name of an Obligor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, xxx for, compound, settle, compromise and give acquittance for any and all amounts due or to become due on any Account, and, in the Lender's discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the Lender in the ’s Accounts. Each Obligor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Lender Administrative Agent in accordance with the provisions hereof shall be solely for the Lender's Administrative 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 herein. The Lender 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 Furthermore, during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to indemnify the Lender from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys' fees suffered or incurred by the Lender because make test verifications of the maintenance Accounts in any manner and through any medium that it reasonably considers advisable, and the Obligors shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications, (ii) upon the Administrative Agent’s request and at the expense of the foregoing arrangementsObligors, except as relating the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts and (iii) the Administrative Agent in its own name or arising out in the name of others may communicate with account debtors on the gross negligence or willful misconduct or unlawful conduct of Accounts to verify with them to the Lender or its officers or employees. In Administrative Agent’s satisfaction the case existence, amount and terms 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 the Lender or any other PersonAccounts.