Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require that the Receivables be paid directly to Administrative Agent. In such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name or in the name of the applicable Grantor to demand, collect, receive, receipt for, xxx for, compound, and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation of an Event of Default, any Obligor fails or refuses to make payment on any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name or in the name of Grantors, to take such action as Administrative Agent shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunder.
Appears in 4 contracts
Samples: Security Agreement (Suburban Propane Partners Lp), Existing Credit Agreement (Suburban Propane Partners Lp), Security Agreement (Suburban Propane Partners Lp)
Collection of Receivables. During the continuation of Until such time following an Event of DefaultDefault that Agent shall notify Borrowers of the revocation of such privilege, Administrative each Borrower and each of its respective Subsidiaries shall at its own expense have the privilege for the account of, and on behalf of, Agent may at any time, by giving Grantors written notice, elect to require that of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables be paid directly to Administrative Agent. In including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name may reasonably request or in the name absence of such request, as Borrowers and each of their Subsidiaries may deem advisable; (c) the applicable Grantor granting, in the Ordinary Course of Business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or (d) may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor’s claim as may be commercially reasonable. Agent may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to the Borrowers and any Obligor fails one or refuses more of their Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to make payment on the Account Debtors or giving notice of such revocation to Borrowers. Agent shall not have any Collateral when dueduty to, Administrative and Borrowers hereby release Agent is authorized, in its sole discretion, either in its own name from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the name Collateral, except to the extent such clains arise out of Grantors, to take such action as Administrative the gross negligence or willful misconduct of the Agent. Agent shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 4 contracts
Samples: Credit Agreement (DTLR Holding, Inc.), Credit Agreement (DTLR Holding, Inc.), Credit Agreement (DTLR Holding, Inc.)
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require Until such time that the Receivables be paid directly to Administrative Agent. In Lender shall notify the Borrower of the revocation of such eventprivilege, the Borrower and each Grantor shallof the Subsidiaries shall at its own expense have the privilege for the account of, and in trust for, the Lender of collecting its Receivables and receiving in respect thereto all Items of Payment and shall permit Administrative Agent tootherwise completely service all of the Receivables including (a) the billing, promptly notify posting and maintaining of complete records applicable thereto, (b) the Obligors taking of such action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as the Borrower and each of the applicable Grantor Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor's claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to the Borrower and any Obligor fails one or refuses more of the Subsidiaries by either giving notice of its assignment of, and lien on the Collateral to make payment on the Account Debtors or giving notice of such revocation to the Borrower. The Lender shall not have any Collateral when dueduty to, Administrative Agent is authorized, in its sole discretion, either in its own name and the Borrower hereby releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent Collateral. The Lender shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 3 contracts
Samples: Financing and Security Agreement (Pec Solutions Inc), Financing and Security Agreement (Weston Roy F Inc), Financing and Security Agreement (Dcap Group Inc/)
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any Until such time, by giving Grantors written notice, elect to require that the Receivables be paid directly to Administrative Agent. In such event, each Grantor shall, after and shall permit Administrative Agent to, promptly notify the Obligors with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name or in the name of the applicable Grantor to demand, collect, receive, receipt for, xxx for, compound, and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation of an Event of Default, any Obligor fails or refuses to make payment on any Collateral when duethat the Lender shall notify the Borrowers of the revocation of such privilege, Administrative Agent is authorizedthe Borrowers and their Subsidiaries shall at their own expense have the privilege for the account of, and in its sole discretiontrust for, either the Lender of collecting their Receivables and receiving in its own name or in respect thereto all Items of Payment and shall otherwise completely service all of the name Receivables including (a) the billing, posting and maintaining of Grantorscomplete records applicable thereto, to take (b) the taking of such action as Administrative Agent shall deem appropriate for the collection of any amounts owed with respect to the Receivables as the Lender may request or in the absence of such request, as each of the Borrowers and each of the Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of Default hereunder, revoke the collection privilege given in this Agreement to any one or more of the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or upon which a delinquency existsgiving notice of such revocation to the Borrowers. Each Grantor agrees that Administrative Agent may The Lender shall not have any duty to, and the Borrowers hereby release the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral except for acts or omissions of gross negligence or willful misconduct. The Lender shall be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 3 contracts
Samples: Financing and Security Agreement (Tvi Corp), Financing and Security Agreement (Tvi Corp), Financing and Security Agreement (Tvi Corp)
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent The Lender may at any timetime during a Default Period, by giving Grantors written noticewithout notice to any Grantor, elect to enforce collection of any Receivable, require that the Proceeds of Receivables or other Collateral be paid directly to Administrative Agentthe Lender or to any account specified by the Lender and/or require that Proceeds of Receivables or other Collateral received by such Grantor be deposited into any account specified by the Lender (any account referred to in this sentence being a "Pledged Account"). In such eventDuring any Default Period, each Grantor shallshall (if requested to do so by Lender), and shall permit Administrative Agent toand/or Lender may, promptly notify the Obligors with respect to account debtors or obligors of the Receivables of Administrative Agent’s the Lender's interest therein and direct such Account Debtors account debtors or obligors to make payment of all amounts then or thereafter due under the Receivables directly to Administrative Agentthe Lender or to any account specified by the Lender. Upon receipt of any such notice from Administrative AgentDuring a Default Period, each Grantor shall thereafter hold in trust for Administrative Agent, the Lender all amounts and proceeds Proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent other Collateral, shall segregate all such amounts and proceeds Proceeds from other funds of such Grantor, and shall at all tames thereafter promptly deliver to the Lender (or into any Pledged Account as the Lender may specify) all such amounts and Proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold Each Grantor will execute and apply funds so received as provided deliver to the Lender, for delivery by the terms of Section 5.10. Administrative Agent shall have the right in its own name or in the name of the applicable Grantor Lender to demand, collect, receive, receipt for, xxx for, compound, and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, each bank or other evidences of payment on Collateral that may come into financial institution with which it maintains any bank or deposit account (or if so instructed by the possession of Administrative Agent or any Administrative Agent; Lender will execute and deliver directly to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors each such bank or other Persons making payment with respect to Collateral, on assignments and verifications of accounts or other Collateral and on financial institution) such notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out as the intent of this Security Agreement. If during the continuation of an Event of Default, any Obligor fails or refuses to make payment on any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name or in the name of Grantors, to take such action as Administrative Agent shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent Lender may at any time and from time to timetime request advising each such bank or other financial institution that Proceeds deposited to an account during a Default Period constitute Pledged Deposits hereunder, if an Event subject to the Security Interest granted hereby, and instructing each such bank or other financial institution that during the Default Period each Pledged Account and all Pledged Deposits are to be maintained by such bank or other financial institution subject to the absolute dominion and control of Default has occurred the Lender and is continuingare to be delivered, compromise disbursed or otherwise distributed solely in accordance with the Obligor on any Receivable, accept in full payment instructions of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivablethe Lender, and any such action by Administrative Agent Grantor shall take all such other actions as may otherwise be commercially reasonable so long as Administrative Agent acts in good faith based on information known required under applicable law to it at perfect the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence Security Interest in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderPledged Accounts and Pledged Deposits.
Appears in 2 contracts
Samples: General Security Agreement (Simclar Inc), General Security Agreement (Simclar Inc)
Collection of Receivables. During Until such time that the continuation of an Event of Default, Administrative Agent may shall notify the Borrowers of the revocation of such privilege, the Borrowers and their Subsidiaries shall at any timetheir own expense have the privilege for the account of, by giving Grantors written noticeand in trust for, elect to require that the Administrative Agent and the Lenders of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables be paid directly to Administrative Agent. In including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name may request or in the name absence of such request, as each of the applicable Grantor Borrowers and each of the Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that Account Debtor's claim as may come into the possession of be commercially reasonable. The Administrative Agent may, at its option, at any time or any Administrative Agent; from time to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to any Obligor fails one or refuses more of the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to make payment on any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name the Account Debtors or in giving notice of such revocation to the name of Grantors, to take such action as Borrowers. The Administrative Agent shall deem appropriate for not have any duty to, and the collection of any amounts owed with respect to Borrowers hereby release the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may and the Lenders from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the Collateral. The Administrative Agent shall be entitled at any time and from time to timetime to confirm and verify Receivables with the Account Debtors thereunder; provided, if however, that absent an Event of Default has occurred and is continuingDefault, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as effect such verification by a means which does not identify the Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderby name.
Appears in 2 contracts
Samples: Financing and Security Agreement (Walbro Corp), Financing and Security Agreement (Walbro Corp)
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require Until such time that the Receivables be paid directly to Administrative Agent. In Lender shall notify the Borrowers of the revocation of such eventprivilege, each Grantor shallthe Borrowers and their Subsidiaries shall at their own expense have the privilege for the account of, and in trust for, the Lender of collecting their Receivables and receiving in respect thereto all Items of Payment and shall permit Administrative Agent tootherwise completely service all of the Receivables including (a) the billing, promptly notify posting and maintaining of complete records applicable thereto, (b) the Obligors taking of such action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as each of the applicable Grantor Borrowers and each of the Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor’s claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to any Obligor fails one or refuses more of the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to make payment on the Account Debtors or giving notice of such revocation to the Borrowers. The Lender shall not have any Collateral when dueduty to, Administrative Agent is authorized, in its sole discretion, either in its own name and the Borrowers hereby release the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent Collateral. The Lender shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 2 contracts
Samples: Financing and Security Agreement (Rand Worldwide Inc), Financing and Security Agreement (Versar Inc)
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require Until such time that the Receivables be paid directly to Administrative Agent. In Lender shall notify the Borrower of the revocation of such eventprivilege, each Grantor shallthe Borrower shall at its own expense have the privilege for the account of, and in trust for, the Lender of collecting its Receivables and receiving in respect thereto all Items of Payment and shall permit Administrative Agent tootherwise completely service all of the Receivables including (a) the billing, promptly notify posting and maintaining of complete records applicable thereto, (b) the Obligors taking of such action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as the applicable Grantor Borrower may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor's claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to the Borrower by either giving notice of its assignment of, and lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrower. The Lender shall not have any Obligor fails duty to, and the Borrower hereby releases the Lender from all claims of loss or refuses damage caused by the delay or failure to make payment on collect or enforce any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent Collateral. The Lender shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 2 contracts
Samples: Financing and Security Agreement (Sensys Technologies Inc), Financing and Security Agreement (Sensytech Inc)
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require Until such time that the Receivables be paid directly to Administrative Agent. In Lender shall notify the Borrower of the revocation of such eventprivilege, the Borrower and each Grantor shallof its Subsidiaries shall at its own expense have the privilege for the account of, and in trust for, the Lender of collecting its Receivables and receiving in respect thereto all Items of Payment and shall permit Administrative Agent tootherwise completely service all of the Receivables including (a) the billing, promptly notify posting and maintaining of complete records applicable thereto, (b) the Obligors taking of such action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as the Borrower and each of the applicable Grantor Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor’s claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to the Borrower and any Obligor fails one or refuses more of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to make payment on the Account Debtors or giving notice of such revocation to the Borrower. The Lender shall not have any Collateral when dueduty to, Administrative Agent is authorized, in its sole discretion, either in its own name and the Borrower hereby releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent Collateral. The Lender shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 2 contracts
Samples: Financing and Security Agreement (Healthextras Inc), Financing and Security Agreement (Healthextras Inc)
Collection of Receivables. During the continuation of an Event of DefaultSuch Credit Party shall use its commercially reasonable efforts to cause to be collected from each Account Debtor, Administrative Agent may at any timeas and when due, by giving Grantors written notice, elect to require that the Receivables be paid directly to Administrative Agent. In such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name or in the name of the applicable Grantor to demand, collect, receive, receipt for, xxx for, compound, and give acquittances for any and all amounts due owing under or on account of each Receivable (including, without limitation, Receivables which are delinquent, such Receivables to become due be collected in accordance with lawful collection procedures) unless such Credit Party shall reasonably determine in respect to Collateral; to take control of cash and other proceeds of any Collateral; such Receivable that such efforts would be of negligible economic value, and shall apply forthwith upon receipt thereof all such amounts as are so collected to endorse the name outstanding balance of such Receivable. Such Credit Party shall not rescind or cancel any indebtedness or obligation evidenced by any Receivable, modify, make adjustments to, extend, renew, compromise or settle any material dispute, claim, suit or legal proceeding relating to, or sell or assign, any Receivable, or interest therein, without the prior written consent of the applicable Grantor on any notesCollateral Agent, acceptancesexcept that, checks, drafts, money orders, or other evidences of payment on Collateral that may come into subject to the possession of Administrative Agent or any Administrative Agent; to sign the name rights of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments Collateral Agent and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation of an Event of Default, any Obligor fails or refuses to make payment on any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name or in the name of Grantors, to take such action as Administrative Agent shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may at any time and from time to time, Secured Parties hereunder if an Event of Default has shall have occurred and is be continuing, compromise such Credit Party may allow as adjustments to amounts owing under its Receivables (i) an extension or renewal of the time or times of payment, or settlement for less than the total unpaid balance, which such Credit Party finds appropriate in accordance with sound business judgment and (ii) a refund or credit due as a result of returned or damaged merchandise, all in accordance with such Credit Party’s ordinary course of business consistent with its historical collection practices. The costs and expenses (including, without limitation, attorneys’ fees) of collection of Receivables, whether incurred by such Credit Party or the Obligor on any ReceivableCollateral Agent, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at borne by the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderCredit Parties.
Appears in 2 contracts
Samples: Credit Agreement (Be Aerospace Inc), Security Agreement (Be Aerospace Inc)
Collection of Receivables. During Until the continuation occurrence of an Event of a Default, Administrative Agent may the Borrowers and their Subsidiaries shall at any timetheir own expense have the privilege for the account of, by giving Grantors written noticeand in trust for, elect to require that the Lender of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables be paid directly to Administrative Agent. In including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as each of the applicable Grantor Borrowers and each of the Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor's claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to any Obligor fails one or refuses more of the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to make payment on the Account Debtors or giving notice of such revocation to the Borrowers. The Lender shall not have any Collateral when dueduty to, Administrative Agent is authorized, in its sole discretion, either in its own name and the Borrowers hereby release the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent Collateral. The Lender shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect after written notice to the Collateral, nor shall it be under any duty whatsoever Borrowers to anyone except Grantors to account for funds that it shall actually receive hereunderconfirm and verify Receivables.
Appears in 2 contracts
Samples: Financing and Security Agreement (Argan Inc), Financing and Security Agreement (Argan Inc)
Collection of Receivables. During Until such time as the continuation Lender shall notify the Borrowers of an Event the revocation of Defaultsuch privilege, Administrative Agent may the Borrowers shall at any timetheir own expense have the privilege for the account of, by giving Grantors written noticeand in trust for, elect to require that the Lender of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables be paid directly to Administrative Agent. In including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as each of the applicable Grantor Borrowers may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectof any rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor's claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to any Obligor fails one or refuses more of the Borrowers by either giving notice of its assignment of, and Lien on the Collateral to make payment on the Account Debtors or giving notice of such revocation to the Borrowers. The Lender shall not have any Collateral when dueduty to, Administrative Agent is authorized, in its sole discretion, either in its own name and the Borrowers hereby release the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent Collateral. The Lender shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 2 contracts
Samples: Financing and Security Agreement (Spacehab Inc \Wa\), Financing and Security Agreement (Spacehab Inc \Wa\)
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require Until such time that the Receivables be paid directly to Administrative Agent. In Agent shall notify the Borrower of the revocation of such eventprivilege, the Borrower and each Grantor shallof the Subsidiaries shall at its own expense have the privilege for the account of, and in trust for, the Agent and the Lenders of collecting its Receivables and receiving in respect thereto all Items of Payment and shall permit Administrative Agent tootherwise completely service all of the Receivables including (a) the billing, promptly notify posting and maintaining of complete records applicable thereto, (b) the Obligors taking of such action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name may request or in the name absence of such request, as the Borrower and each of the applicable Grantor Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. The Agent may, at its option, at any time or from time to time after and during the continuance of a Default hereunder, revoke the collection privilege given in this Agreement to the Borrower and each of the Subsidiaries and by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrower. The Agent shall not have any duty to, and the Borrower hereby releases the Agent and the Lenders from all amounts due claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to become due preserve any rights against any other party with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation of an Event of Default, any Obligor fails or refuses to make payment on any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name or interest in the name of Grantors, to take such action as Administrative Collateral. The Agent shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 2 contracts
Samples: Financing and Security Agreement (Dcap Group Inc), Financing and Security Agreement (Dcap Group Inc)
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require Until such time that the Receivables be paid directly to Administrative Agent. In Lender shall notify the Borrower of the revocation of such eventprivilege and except as otherwise provided by this Agreement, each Grantor shallthe Borrower shall at its own expense have the privilege for the account of, and in trust for, the Lender of collecting its Receivables and all Items of Payment and shall permit Administrative Agent tootherwise completely service all of the Receivables including (a) the billing, promptly notify posting and maintaining of complete records applicable thereto, (b) the Obligors taking of such action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as the applicable Grantor Borrower may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor’s claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to the Borrower by either giving notice of its assignment of, and lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrower. The Lender shall not have any Obligor fails duty to, and the Borrower hereby releases the Lender from all claims of loss or refuses damage caused by the delay or failure to make payment on collect or enforce any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent Collateral. The Lender shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 2 contracts
Samples: Loan and Security Agreement (Xybernaut Corp), Loan and Security Agreement (Celsion Corp)
Collection of Receivables. During Until such time that Lender shall notify Borrowers of the continuation revocation of an Event such privilege in accordance with the next sentence, Borrowers shall at their own expense have the privilege for the account of, and in trust for, Lender of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require that collecting its Receivables and shall completely service all of the Receivables be paid directly to Administrative Agent. In including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as Borrowers may deem advisable; and (c) the applicable Grantor granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor’s claim as may be commercially reasonable. Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to Borrowers by either giving notice of its assignment of, and lien on the Collateral to the Account Debtors or giving notice of such revocation to Borrowers. Lender shall not have any Obligor fails duty to, and each Borrower hereby releases Lender from all claims of loss or refuses damage caused by the delay or failure to make payment on collect or enforce any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent Collateral. Lender shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 2 contracts
Samples: Financing and Security Agreement (Gp Strategies Corp), Financing and Security Agreement (Gp Strategies Corp)
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require Until such time that the Receivables be paid directly to Administrative Agent. In Lender shall notify the Borrower of the revocation of such eventprivilege, the Borrower and each Grantor shallof the Subsidiaries shall at its own expense have the privilege for the account of, and in trust for, the Lender of collecting its Receivables and receiving in respect thereto all Items of Payment and shall permit Administrative Agent tootherwise completely service all of the Receivables including (a) the billing, promptly notify posting and maintaining of complete records applicable thereto, (b) the Obligors taking of such action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as the Borrower and each of the applicable Grantor Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor's claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to the Borrower and any Obligor fails one or refuses more of the Subsidiaries by either giving notice of its assignment of, and lien on the Collateral to make payment on the Account Debtors or giving notice of such revocation to the Borrower. The Lender shall not have any Collateral when dueduty to, Administrative Agent is authorized, in its sole discretion, either in its own name and the Borrower hereby releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent Collateral. The Lender shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such actionverify Receivables. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunder.6.1.16
Appears in 1 contract
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require that the Receivables be paid directly to Administrative Agent. In such event, each Grantor Buyer shall, on and shall permit Administrative Agent toafter the Closing Date, promptly notify the Obligors with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of take all amounts then or thereafter due under the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds actions in the same form as so received, whether by cash, check, draft ordinary course of business consistent with Buyer's customary practices to collect the Receivables. Buyer agrees that if it should discount or otherwise, take any other action inconsistent with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name or in the name of the applicable Grantor to demand, collect, receive, receipt for, xxx for, compound, and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation of an Event of Default, any Obligor fails or refuses to make payment on any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name or in the name of Grantors, to take such action as Administrative Agent shall deem appropriate for the collection of any of the Receivables for the purpose of maintaining customer relations or for any other reason, and, if such discount or other action is taken without the prior written consent of Seller, then the uncollectibility of any such Receivable shall not be taken into account in determining whether there has been a breach of Seller's representations and warranties in Section 3.12. Buyer and Seller agree that for purposes of crediting amounts owed collected by Buyer following the Closing Date with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may at any time and from time to timeReceivables, if each payment by an Event of Default has occurred and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent account debtor shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known applied to the invoice for which it at is expressly designated by the time it takes any debtor. If no such action. Regardless designation is made, the payment shall be applied to the oldest outstanding invoice of any other provision hereofsuch debtor; provided, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence that any payment which is in the collection ofprecise amount of an outstanding invoice or combination of invoices shall be credited against such invoice or invoices. In the event that Buyer collects indemnification from Seller, any amounts owed Partner or the Escrow Agent for any Loss arising out of the uncollectibility of any of the Receivables, Buyer agrees to assign all of its rights in such uncollected Receivables (without regard to any reserve therefor, but not to exceed the amount of the Loss with respect to which indemnification was collected) to Seller, so that Seller may pursue collection thereof from the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderdebtor.
Appears in 1 contract
Samples: Asset Purchase Agreement (Pluma Inc)
Collection of Receivables. During Purchaser will, or will cause the continuation Company to, use commercially reasonable efforts to collect the Receivables. In the event that, notwithstanding such efforts, any of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require that the Receivables be are not paid directly in full at the expiration of the 90 day period commencing with the Closing Date, Purchaser will deliver to Administrative Agent. In Sellers a schedule setting forth the aggregate amount of uncollected Receivables, specifying the account debtor of each such eventReceivable and the outstanding amount due thereunder, each Grantor shalltogether with invoices and supporting documents, and Sellers shall permit Administrative Agent pay Purchaser an amount equal to, promptly notify : (a) the Obligors with respect aggregate outstanding balance of such Receivables; minus (b) an amount equal to the Receivables balance of Administrative Agent’s interest therein and direct such Account Debtors to make payment the Reserves as of all amounts then or thereafter due under the Receivables directly to Administrative AgentClosing Date. Upon receipt by Purchaser of such amount from Sellers, Purchaser shall cause all right, title and interest in and to the uncollected balances of such Receivables to be assigned, transferred and delivered to Sellers, without recourse to Purchaser or the Company. In the event that any such Receivables are assigned, transferred and delivered to Sellers, Purchaser agrees to provide Sellers with such reasonable assistance in the collection of such Receivables as Sellers may reasonably request. In the event that the Company makes any sales to or performs any services for any account debtor of any of the Receivables after the Closing Date, any payments received by the Company from such account debtor shall be applied: (i) as designated by such account debtor; or (ii) in the absence of any such notice from Administrative Agentdesignation, each Grantor to the oldest unpaid Receivable owed by such account debtor. Each of Purchaser and Sellers shall thereafter hold in trust for Administrative Agent, all promptly pay to the other any amounts and proceeds received by him or it with respect to (or any Affiliates) on account of a Receivable (or any portion thereof) that is, at such time, the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name or in the name property of the applicable Grantor to demand, collect, receive, receipt for, xxx for, compound, and give acquittances for any and all amounts due other or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name an Affiliate of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation of an Event of Default, any Obligor fails or refuses to make payment on any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name or in the name of Grantors, to take such action as Administrative Agent shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderother.
Appears in 1 contract
Collection of Receivables. During Subject to the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require that the Receivables be paid directly to Administrative Agent. In such event, each Grantor shallmandatory prepayment obligations set forth in Section 8.2 hereof, and shall permit Administrative Agent to, promptly notify the Obligors with respect notwithstanding anything in this Agreement or in any other Facility Document to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agentcontrary, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent Borrower shall have the right in its own name or in the name of the applicable Grantor to demand, collect, receive, receipt for, xxx for, compound, and give acquittances for collect any and all amounts due or to become due with respect to Collateral; to take control payments of cash interest and other proceeds of any Collateral; to endorse principal made by the name of Obligors under the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; Receivables and to do exercise any and all other acts rights and things necessary to carry out remedies Borrower has under the intent of this Security Agreement. If during loan documents which evidence, govern or secure the continuation of an Event of Default, any Obligor fails or refuses to make payment on any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name or in the name of Grantors, to take such action as Administrative Agent shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may at any time and from time to time, if Receivables until an Event of Default has occurred and is continuing. Upon the occurrence and continuation of an Event of Default, compromise with Lender shall be entitled to collect and all payments of interest and principal made by the Obligor on Obligors under the Receivables and to exercise any Receivableand all rights and remedies under such Facility Documents. The Lender shall have the right at any time, accept in full upon the occurrence and during the continuance of an Event of Default, or a Default, to notify the account debtors or obligors under any Receivables and General Intangibles and to direct such account debtors or Obligors to make payment of all amounts due or to become due to the Borrower thereunder directly to the Lender and, upon such notification and at the expense of the Borrower and to the extent permitted by law, to enforce collection of any Receivable such amount as Administrative Agent Receivables and General Intangibles. The Borrower hereby irrevocably appoints the Lender the Borrower's attorney-in-fact and proxy, with full authority in its sole discretion shall determine the place and stead of the Borrower and in the name of the Borrower or abandon otherwise, from time to time in the Lender's discretion, to take any Receivableaction and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (i) upon the occurrence and continuance of an Event of Default, or a Default, to ask, demand, collect, sue for, recover, compound, receive and give acquitence and receipts xxr moneys due and to become due under or in respect of any Collateral; (ii) upon the occurrence and continuance of an Event of Default, or a Default, to receive, indorse, and collect any such drafts or other instruments, documents and chattel paper in connection with clause (i) of this subsection (b); and (iii) upon the occurrence of an Event of Default, or a Default, to file any claims or take any action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at or institute any proceedings which the time it takes any such action. Regardless Lender may deem necessary or desirable for the collection of any other provision hereof, however, Administrative Agent shall never be liable for its failure Collateral or otherwise to collect, or for its failure to exercise diligence in enforce the collection of, any amounts owed rights of the Lender with respect to any Collateral. The powers conferred on the Collateral, nor Lender hereunder are solely to protect its interest in the Collateral and shall it be under not impose any duty whatsoever upon it to anyone except Grantors exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Lender shall have no duty as to account for funds that it shall actually receive hereunderany Collateral or as to the taking of any necessary steps to preserve rights against prior party or any other rights pertaining to any Collateral.
Appears in 1 contract
Collection of Receivables. During Until such time that Lender shall notify Borrower of the continuation revocation of an Event such privilege in accordance with the next sentence, Borrower shall at its own expense have the privilege for the account of, and in trust for, Lender of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require that collecting its Receivables and shall completely service all of the Receivables be paid directly to Administrative Agent. In including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as Borrower may deem advisable; and (c) the applicable Grantor granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor's claim as may be commercially reasonable. Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to Borrower by either giving notice of its assignment of, and lien on the Borrower Collateral to the Account Debtors or giving notice of such revocation to Borrower. Lender shall not have any Obligor fails duty to, and Borrower hereby releases Lender from all claims of loss or refuses damage caused by the delay or failure to make payment on collect or enforce any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent Borrower Collateral. Lender shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 1 contract
Samples: Financing and Security Agreement (Gp Strategies Corp)
Collection of Receivables. During Until the continuation Lender shall have notified the Borrower of the revocation of such privilege following the occurrence of an Event of DefaultDefault and subject to the terms and provisions of Section 2.1.8 hereof, Administrative Agent may the Borrower and its Subsidiaries shall at any timetheir own expense have the privilege for the account of, by giving Grantors written noticeand in trust for, elect to require that the Lender of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables be paid directly to Administrative Agent. In including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors action with respect to the Receivables Receivables, as the Borrower and each of Administrative Agent’s interest therein and direct such the Subsidiaries may deem advisable; and(c) the granting, in the ordinary course of business, to any Account Debtors rebates, refunds or adjustments, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to make payment of all amounts then or thereafter due under a Receivable and may take such other actions relating to the Receivables directly to Administrative Agent. Upon receipt settling of any such notice Account Debtor's claim as may be commercially reasonable. The Lender may, at its option, at anytime or from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts time to time following the occurrence and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name or in the name of the applicable Grantor to demand, collect, receive, receipt for, xxx for, compound, and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault revoke the collection privilege given in this Agreement to the Borrower and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrower. The Lender shall not have any Obligor fails duty to, and the Borrower hereby releases the Lender from all claims of loss or refuses damage caused by the delay or failure to make payment on collect or enforce any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunder.
Appears in 1 contract
Samples: Financing and Security Agreement (Chatwins Group Inc)
Collection of Receivables. During Subject to Paragraph 6(a) Seller agrees that, from and after the continuation of an Event of DefaultClosing Date, Administrative Agent may at any time, by giving Grantors written notice, elect to require that the Receivables be paid directly to Administrative Agent. In such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent Purchaser shall have the right in its own name or in and authority to collect, for the account of Purchaser, all Purchased Receivables and other items which shall be transferred to Purchaser as provided herein, and to endorse with the name of the applicable Grantor to demand, collect, receive, receipt for, xxx for, compound, and give acquittances for Seller any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds checks received on account of any Collateral; such Purchased Receivables or other items. Seller agrees that it will transfer and deliver to endorse Purchaser or its designee any cash or other property that Seller may receive in respect of such Purchased Receivables or other items. A list of all receivables of Seller as of the date hereof, which shall be updated at the time of Closing Date shall be broken down by name of the applicable Grantor on any notescustomer, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name date incurred and amount is contained in Exhibit G attached hereto. All payments made by a customer of the applicable Grantor on any invoice Seller's business or xxxx of lading relating the Business Unit (as defined below) shall be applied first to any CollateralPurchased Receivable(s) outstanding of such customer, on the basis of older Purchased Receivables to newer Purchased Receivables, unless the customer directs payment to be applied in a particular manner arising out of a bona fide dispute concerning such Purchased Receivables. Further, at Closing, Seller and its principal, Seth Oberman, individually, shall guarantee to Purchaser the collectixx xx xxx Xxrchased Receivables. Should Purchaser not collect the full amount of Purchased Receivables transferred to Purchaser, Purchaser shall be entitled to a credit in the amount of the deficit of receivables actually collected against the guarantee set forth above, in which case, said uncollected Purchased Receivable shall be assigned to Seller. The collection by Seller or Seth Oberman of any drafts against Obligors such assigned Purchased Receivable shall not violxxx xxx xxx-competition or other Persons making payment with respect to Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent non-solicitation provisions of this Security Agreement or the Employment Agreement, notwithstanding anything herein or therein to the contrary. If during the continuation of an Event of Default, any Obligor fails or refuses to make payment on any Collateral when due, Administrative Agent is authorized, a dispute arises in its sole discretion, either in its own name or in the name of Grantors, to take such action as Administrative Agent shall deem appropriate for the collection of any amounts owed with respect such Purchased Receivables, Purchaser agrees to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may at any time make reasonable efforts to cooperate and from time to time, if an Event of Default has occurred and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence assist in the collection ofof such Purchased Receivables, any which efforts shall be subject to Purchaser's relationship with the account, if any. Such credit shall be used to reduce the payments due to Seller under Paragraph 4 herein providing for the "Additional Earnout Payment". Should Seller not be entitled to an Additional Earnout Payment as provided for in Paragraph 4, then and in that event, Seller and its principals shall be obligated to remit said amounts owed with respect due for such uncollectible Purchased Receivables to Purchaser. Notwithstanding the aforesaid, if a Purchased Receivable is uncollected as a result of the conduct of Purchaser occurring after the Closing Date, and not attributable to either work performed by Seller prior to the CollateralClosing Date or the conduct of Seller, or its former employees subsequently employed by Purchaser, after the closing date, then and in that event, Purchaser shall not receive a credit for the amount of the uncollected Purchased Receivable against the Earnout Payment as provided herein nor shall it be under any duty whatsoever the guarantee of Seller and Seth Oberman apply to anyone except Grantors to account for funds that it shall actually receive hereunderuncollected Purchased Receivable.
Appears in 1 contract
Collection of Receivables. During Except for those Receivables being directly deposited with First Union for the continuation benefit of an Event the Lender pursuant to this Agreement, until the occurrence of Defaultany Default hereunder, Administrative Agent may the Borrower shall at any timeits own expense have the privilege for the account of, by giving Grantors written noticeand in trust for, elect to require that the Lender of collecting its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables be paid directly to Administrative Agent. In including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may reasonably request or in the name absence of such request, as the applicable Grantor Borrower may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; to endorse the name of the applicable Grantor on any notesAccount Debtor's claim as may be commercially reasonable. The Lender may, acceptancesat its option, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation of an Event of Default, any Obligor fails or refuses to make payment on any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name or in the name of Grantors, to take such action as Administrative Agent shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may at any time and or from time to timetime after and during the continuance of a Default hereunder, if an Event revoke the collection privilege given in this Agreement to the Borrower by either giving notice of Default has occurred and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivableassignment of, and lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrower. Neither the Lender nor First Union shall have any such action duty to, and the Borrower hereby releases the Lender and First Union from all claims of loss or damage caused by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known the delay or failure to it at collect or enforce any of the time it takes Receivables or to preserve any such action. Regardless of rights against any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence party with an interest in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunder.
Appears in 1 contract
Samples: Financing and Security Agreement (Cta Incorporated)
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require Until such time that the Receivables be paid directly to Administrative Agent. In Agent shall notify the Borrowers of the revocation of such eventprivilege, each Grantor shallthe Borrowers and their Subsidiaries shall at their own expense have the privilege for the account of, and in trust for, the Agent and the Lenders of collecting their Receivables and receiving in respect thereto all Items of Payment and shall permit Administrative Agent tootherwise completely service all of the Receivables including (a) the billing, promptly notify posting and maintaining of complete records applicable thereto, (b) the Obligors taking of such action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name may request or in the name absence of such request, as each of the applicable Grantor Borrowers and each of the Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor’s claim as may be commercially reasonable. The Agent may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to any Obligor fails one or refuses more of the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to make payment on the Account Debtors or giving notice of such revocation to the Borrowers. The Agent shall not have any Collateral when dueduty to, Administrative and the Borrowers hereby release the Agent is authorized, in its sole discretion, either in its own name and the Lenders from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Collateral. The Agent shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 1 contract
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require Until such time that the Receivables be paid directly to Administrative Agent. In Lender shall notify the Borrowers of the revocation of such eventprivilege, each Grantor shallthe Borrowers and their Subsidiaries shall at their own expense have the privilege for the account of, and in trust for, the Lender of collecting their Receivables and receiving in respect thereto all Items of Payment and shall permit Administrative Agent tootherwise completely service all of the Receivables including (a) the billing, promptly notify posting and maintaining of complete records applicable thereto, (b) the Obligors taking of such action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as each of the applicable Grantor Borrowers and each of the Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor's claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to any Obligor fails one or refuses more of the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to make payment on the Account Debtors or giving notice of such revocation to the Borrowers. The Lender shall not have any Collateral when dueduty to, Administrative Agent is authorized, in its sole discretion, either in its own name and the Borrowers hereby release the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent Collateral. The Lender shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 1 contract
Collection of Receivables. During Until such time that the continuation Lender shall notify the Borrower of the revocation of such privilege following and during the continuance of an Event of Default, Administrative Agent may the Borrower and each of the Subsidiaries shall at any timeits own expense have the privilege for the account of, by giving Grantors written noticeand in trust for, elect to require that the Lender of collecting its Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables be paid directly to Administrative Agent. In including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as the Borrower and each of the applicable Grantor Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor's claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to the Borrower and any Obligor fails one or refuses more of the Subsidiaries by either giving notice of its assignment of, and lien on the Collateral to make payment on the Account Debtors or giving notice of such revocation to the Borrower. The Lender shall not have any Collateral when dueduty to, Administrative Agent is authorized, in its sole discretion, either in its own name and the Borrower hereby releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the name of GrantorsCollateral, to take such action as Administrative Agent shall deem appropriate for the collection of any amounts owed with respect except to the Collateral extent caused by the Lender's gross negligence or upon which a delinquency existswilful misconduct of the Lender. Each Grantor agrees that Administrative Agent may The Lender shall be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 1 contract
Collection of Receivables. During the continuation of an Event of DefaultExcept as otherwise provided in this Section, Administrative Agent may Debtor shall continue to collect, at any time, by giving Grantors written notice, elect to require that the Receivables be paid directly to Administrative Agent. In such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name or in the name of the applicable Grantor to demandexpense, collect, receive, receipt for, xxx for, compound, and give acquittances for any and all amounts due or to become due to Debtor under the Receivables. In connection with respect such collections, Debtor may take (and, at Secured Party’s direction, shall take) such action as Debtor or Secured Party may deem necessary or advisable to Collateralenforce collection of the Receivables; provided that Secured Party shall have the right at any time, whether or not a default shall have occurred and be continuing, upon written notice to take control Debtor of cash its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to Secured Party and other proceeds to direct such account debtors or obligors to make payment of all amounts due or to become due to Debtor thereunder directly to Secured Party and, upon such notification and at the expense of Debtor, to enforce 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 Debtor might have done. After receipt by Debtor of the notice from Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (in whatever form) received by Debtor in respect of the Receivables shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Debtor and shall be forthwith paid over to Secured Party in the same form as so received (with any necessary endorsement) to be held as Collateral; , and either (A) released to Debtor so long as no Default shall have occurred and be continuing, or (B) if a Default shall have occurred and be continuing, applied against the Obligations in such order as Secured Party shall elect in its sole discretion, and (ii) Debtor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon without the prior written consent of Secured Party. Debtor hereby appoints any officer or agent of Secured Party as Debtor’s true and lawful attorney-in-fact with power to endorse the name of the applicable Grantor on Debtor upon any notes, acceptancesnotices, checks, drafts, money orders, orders or other evidences instruments of payment on or Collateral that which may come into the possession of Administrative Agent or any Administrative AgentSecured Party; to sign and endorse the name of the applicable Grantor on Debtor upon any invoice invoices, freight or xxxx express bills, bills of lading relating to any Collaterallading, on any stored or warehouse receipts, drafts against account debtors, assignments, verifications and notices in connection with accounts; and after the occurrence of an event of Default, to give written notice to such office and officials of the United States Postal Service to effect such change or changes of address so that all mail addressed to Debtor may be delivered directly to Secured Party (Secured Party will return all mail not related to the Obligors or other Persons making payment with respect to the Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral); to send requests for verification of obligations to any Obligor; and granting unto Debtor’s said attorney full power to do any and all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation of an Event of Default, any Obligor fails or refuses to make payment on any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name or in the name of Grantors, to take such action as Administrative Agent shall deem appropriate for the collection of any amounts owed be done with respect to the Collateral above transaction as fully and effectively as Debtor might or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivablecould do so, and any such action hereby ratifying all its said attorney shall lawfully do or cause to be done by Administrative Agent virtue hereof. This power of attorney shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at irrevocable for the time it takes any such action. Regardless term of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive this Agreement and all transactions hereunder.
Appears in 1 contract
Samples: Security Agreement (FONU2 Inc.)
Collection of Receivables. During Until such time that the continuation Lender shall notify the Guarantor of the revocation of such privilege following an uncured event of default hereunder and except as otherwise provided by this Agreement, the Guarantor shall at its own expense have the privilege for the account of, and in trust for, the Lender of collecting its receivables and all items of payment and shall otherwise completely service all of the receivables including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such action with respect to the receivables as the Lender may request or in the absence of such request, as the Guarantor may deem advisable; and (c) the granting, in the ordinary course of business, to any Account Debtor, any rebate, refund or adjustment to which the Account Debtor may be lawfully entitled, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a receivable and may take such other actions relating to the settling of any Account Debtor’s claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to time after and during the continuance of an Event of DefaultDefault hereunder, Administrative Agent may at any time, revoke the collection privilege given in this Agreement to the Guarantor by either giving Grantors written notice, elect to require that the Receivables be paid directly to Administrative Agent. In such event, each Grantor shallnotice of its assignment of, and lien on the Collateral to the Account Debtors or giving notice of such revocation to the Guarantor. Except for the Lender’s own willful misconduct or gross negligence, the Lender shall permit Administrative Agent not have any duty to, promptly notify and the Obligors Guarantor hereby releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the receivables or to preserve any rights against any other party with respect to the Receivables of Administrative Agent’s an interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsementsCollateral. Administrative Agent The Lender shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name or in the name of the applicable Grantor to demand, collect, receive, receipt for, xxx for, compound, and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation of an Event of Default, any Obligor fails or refuses to make payment on any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name or in the name of Grantors, to take such action as Administrative Agent shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify receivables.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Rand Worldwide Inc)
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require Until such time that the Receivables be paid directly to Administrative Agent. In Lender shall notify the Borrowers of the revocation of such eventprivilege, the Borrowers and each Grantor shallof the Subsidiaries shall at its own expense have the privilege for the account of, and in trust for, the Lender of collecting its Receivables and receiving in respect thereto all Items of Payment and shall permit Administrative Agent tootherwise completely service all of the Receivables including (a) the billing, promptly notify posting and maintaining of complete records applica- ble thereto, (b) the Obligors taking of such action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as each of the applicable Grantor Borrowers and each of the Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor's claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to any Obligor fails or refuses all of the Borrowers and any or all of the Subsidiaries by either giving notice of its assignment of, and lien on the Collateral to make payment on the Account Debtors or giving notice of such revocation to the respective Borrower or Subsidiary. The Lender shall not have any Collateral when dueduty to, Administrative Agent is authorized, in its sole discretion, either in its own name and the Borrowers hereby release the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent shall deem appropriate for the collection of any amounts owed with respect Collateral unless due to the Collateral or upon which a delinquency existsgross negligence of willful misconduct of the Lender. Each Grantor agrees that Administrative Agent may The Lender shall be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 1 contract
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require Until such time that the Receivables be paid directly to Administrative Agent. In Lender shall notify the Borrowers of the revocation of such eventprivilege, each Grantor shallof the Borrowers and each of the Subsidiaries shall at its own expense have the privilege for the account of, and in trust for, the Lender of collecting its Receivables and receiving in respect thereto all Items of Payment and shall permit Administrative Agent tootherwise completely service all of the Receivables including (a) the billing, promptly notify posting and maintaining of complete records applicable thereto, (b) the Obligors taking of such action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as each of the applicable Grantor Borrowers and each of the Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor's claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to any Obligor fails one or refuses more of the Borrowers and the Subsidiaries by either giving notice of its assignment of, and lien on the Collateral to make payment on the Account Debtors or giving notice of such revocation to the Borrowers. The Lender shall not have any Collateral when dueduty to, Administrative Agent is authorized, in its sole discretion, either in its own name and the Borrowers hereby release the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent Collateral. The Lender shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 1 contract
Samples: Financing and Security Agreement (Clean Towel Service Inc)
Collection of Receivables. During Until the continuation occurrence of an Event of a Default, Administrative Agent may the Borrowers and their Subsidiaries shall at any timetheir own expense have the privilege for the account of, by giving Grantors written noticeand in trust for, elect to require that the Lender of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables be paid directly to Administrative Agent. In including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as each of the applicable Grantor Borrowers and each of the Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor’s claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to any Obligor fails one or refuses more of the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to make payment on the Account Debtors or giving notice of such revocation to the Borrowers. The Lender shall not have any Collateral when dueduty to, Administrative Agent is authorized, in its sole discretion, either in its own name and the Borrowers hereby release the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent Collateral. The Lender shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect after written notice to the Collateral, nor shall it be under any duty whatsoever Borrowers to anyone except Grantors to account for funds that it shall actually receive hereunderconfirm and verify Receivables.
Appears in 1 contract
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require Until such time that the Receivables be paid directly to Administrative Agent. In Lender shall notify the Borrower of the revocation of such eventprivilege, the Borrower and each Grantor shallof the Subsidiaries shall at its own expense have the privilege for the account of, and in trust for, the Lender of collecting its Receivables and receiving in respect thereto all Items of Payment and shall permit Administrative Agent tootherwise completely service all of the Receivables including (a) the billing, promptly notify posting and maintaining of complete records applicable thereto, (b) the Obligors taking of such action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as the Borrower and each of the applicable Grantor Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor’s claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to the Borrower and any Obligor fails one or refuses more of the Subsidiaries by either giving notice of its assignment of, and lien on the Collateral to make payment on the Account Debtors or giving notice of such revocation to the Borrower. The Lender shall not have any Collateral when dueduty to, Administrative Agent is authorized, in its sole discretion, either in its own name and the Borrower hereby releases the Lender from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent Collateral. The Lender shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 1 contract
Samples: Financing and Security Agreement (Pec Solutions Inc)
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require Until such time that the Receivables be paid directly to Administrative Agent. In Agent shall notify the Borrowers of the revocation of such eventprivilege, each Grantor shallthe Borrowers and their Subsidiaries shall at their own expense have the privilege for the account of, and in trust for, the Agent and the Lenders of collecting their Receivables and receiving in respect thereto all Items of Payment and shall permit Administrative Agent tootherwise completely service all of the Receivables including (a) the billing, promptly notify posting and maintaining of complete records applicable thereto, (b) the Obligors taking of such action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name may request or in the name absence of such request, as each of the applicable Grantor Borrowers and each of the Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor's claim as may be commercially reasonable. The Agent may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to any Obligor fails one or refuses more of the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to make payment on the Account Debtors or giving notice of such revocation to the Borrowers. The Agent shall not have any Collateral when dueduty to, Administrative and the Borrowers hereby release the Agent is authorized, in its sole discretion, either in its own name and the Lenders from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Collateral. The Agent shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 1 contract
Collection of Receivables. During (a) Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and may use the continuation same to carry on its business in accordance with customary business practice and otherwise subject to the terms hereof. (a)Upon the occurrence and during the continuance of an any Event of Default, Administrative whether or not the Collateral Agent may has exercised any of its other rights under other provisions of this Section 6, in the event the Collateral Agent makes a written request for any Debtor to do so: (i)all Instruments and tangible Chattel Paper at any time, by giving Grantors written notice, elect to require that time constituting part of the Receivables (including any postdated checks) shall, upon receipt by such Debtor, be paid directly promptly endorsed to Administrative and deposited with Collateral Agent; and/or (ii)such Debtor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Collateral Agent and which are maintained at one or more post offices selected by the Collateral Agent. In such event(b)Upon the occurrence and during the continuation of any Event of Default, each Grantor shallwhether or not the Collateral Agent has exercised any of its other rights under the other provisions of this Section 6, the Collateral Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to the Collateral Agent or of the Collateral Agent’s security interest therein, and shall permit Administrative Agent to, promptly notify the Obligors with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right either in its own name name, or in the name of the applicable Grantor to such Debtor’s name, or both, demand, collectcollect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, xxx for, compound, compound and give acquittances acquittance for any and or all amounts due or to become due with respect on Receivables, and in the Collateral Agent’s reasonable discretion file any claim or take any other action or proceeding which the Collateral Agent may reasonably deem necessary to protect and realize upon the security interest of the Collateral Agent in the Receivables or any other Collateral; to take control of cash and other . (c)Any proceeds of any Collateral; to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments and verifications of accounts Receivables or other Collateral and on notices transmitted to Obligors making payment with respect to Collateral; to send requests for verification of obligations or otherwise received by the Collateral Agent pursuant to any Obligor; of the provisions of Sections 6(b) or 6(c) hereof may be handled and to do all other acts administered by the Collateral Agent in and things necessary to carry out through a remittance account or accounts maintained at the intent Collateral Agent or by the Collateral Agent at a commercial bank or banks selected by the Collateral Agent with reasonable care (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of this Security Agreementsuch remittance accounts by the Collateral Agent is solely for the Collateral Agent’s convenience. If The Collateral Agent may, after the occurrence and during the continuation of an any Event of Default, apply all or any Obligor fails part of any proceeds of Receivables or refuses other Collateral received by it from any source to make the payment on any of the Secured Obligations (whether or not then due and payable), such applications to be made pursuant to the terms of the Loan Agreement, and at such intervals as the Collateral when due, Administrative Agent is authorized, may from time to time in its sole discretion, either discretion determine. The Collateral Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its own name office in cash or in final solvent credits current at the name site of Grantors, to take such action as Administrative Agent shall deem appropriate for the collection of any amounts owed with respect deposit reasonably acceptable to the Collateral Agent and the Depositary Bank as such. However, if the Collateral Agent does permit credit to be given for any item prior to a Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or upon which a delinquency exists. Each Grantor agrees that Administrative an item is charged back to the Collateral Agent or any Depositary Bank for any reason, the Collateral Agent may at its election in either instance charge the amount of such item back against any time such remittance accounts. After all Events of Default have been cured or waived, the Collateral Agent shall promptly return to the applicable Debtor all proceeds of Collateral which the Collateral Agent has not applied to the Secured Obligations as provided above from the remittance account, as well as all Instruments and tangible Chattel Paper delivered to the Collateral Agent pursuant to Section 6(b)(i) hereof. Each Debtor hereby indemnifies the Secured Parties from time and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees (but limited, in the case of attorney’s fees, to timeone firm of outside counsel, and, if an Event reasonably necessary, one local counsel and one regulatory counsel in any relevant material jurisdiction, to the Collateral Agent, or the Collateral Agent and the Secured Parties, taken as a whole, as the case may be, and, solely in the case of Default has occurred and is continuinga conflict of interest, compromise with one additional counsel to the Obligor on affected persons similarly situated, taken as a whole) suffered or incurred by any Receivable, accept in full payment Secured Party because of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless maintenance of any other provision hereofthe foregoing arrangements; provided, however, Administrative Agent that no Debtor shall never be liable required to indemnify any Secured Party for its failure any of the foregoing to collectthe extent they (i) arise from the gross negligence, willful misconduct or bad faith of, or for its failure a material breach of this Agreement by, the person seeking to exercise diligence in the collection of, any amounts owed with respect be indemnified to the Collateralextent determined by a court of competent jurisdiction in a final and non-appealable judgment or (ii) arise out of any dispute solely among Secured Parties (other than any claims against any Secured Party in its capacity as the Administrative Agent, nor the Collateral Agent, an Arranger or similar role under the Loan Agreement) and not arising out of any act or omission of any Debtor or any of its Affiliates. Notwithstanding the foregoing, each Secured Party shall it be under obligated to refund and return any duty and all amounts paid by any Debtor to such Secured Party for fees, expenses or damages to the extent such Secured Party is not entitled to payment of such amounts in accordance with the terms hereof. The Secured Parties shall have no liability or responsibility to any Debtor for the Collateral Agent or any Depositary 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 to anyone except Grantors to account or be responsible for funds that it shall actually receive hereunderdetermining the correctness of any remittance. Section 7.
Appears in 1 contract
Samples: And Restatement Agreement Amendment and Restatement Agreement
Collection of Receivables. During the continuation of an Event of DefaultExcept as otherwise provided in this Security Agreement, Administrative Agent may such Grantor will collect and enforce, at any timesuch Grantor’s sole expense, by giving Grantors written notice, elect to require that the Receivables be paid directly to Administrative Agent. In such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name or in the name of the applicable Grantor to demand, collect, receive, receipt for, xxx for, compound, and give acquittances for any and all amounts due or hereafter due to become due with respect to Collateral; to take control of cash such Grantor under the Receivables owned by it. At any time following the occurrence and other proceeds of any Collateral; to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation of an Event of Default, Lender may: (i) notify, or require any Obligor fails or refuses Grantor to notify, any Account Debtor of the Lender’s security interest in the Receivables and any Supporting Obligation; (ii) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Lender (or its agent); (ii) notify, or require any Grantor to notify, each Person to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on any Collateral when duechecks and other payment items from time to time directly to the Lender; and (iii) enforce, Administrative Agent is authorizedat the expense of such Grantor, in its sole discretion, either in its own name or in the name of Grantors, to take such action as Administrative Agent shall deem appropriate for the collection of any amounts owed with respect such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the Collateral or upon which a delinquency existssame extent as such Grantor might have done. Each Upon Lender’s notification to such Grantor agrees that Administrative Agent may at any time and from time the Lender has elected to time, if an Event of Default has occurred and is continuing, compromise collect the Receivables in accordance with the Obligor on preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Lender, and until so turned over, all amounts and proceeds (including checks and other Instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of Lender hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, accept in full payment of or release wholly or partly any Receivable such amount as Administrative Agent in its sole discretion shall determine Account Debtor or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collectobligor thereof, or for its failure to exercise diligence in the collection of, allow any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereundercredit or discount thereon.
Appears in 1 contract
Collection of Receivables. During On and after the continuation occurrence of an Event of Defaulta Trigger Event, Administrative Agent may at any timetime in its sole discretion, by giving Grantors Grantor written notice, elect to require that the Receivables be paid directly to Administrative Agent. In such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors with respect to Account Debtors under the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds Proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds Proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have If after the right in its own name or in the name occurrence of the applicable Grantor to demand, collect, receive, receipt for, xxx for, compound, and give acquittances for any and all amounts due or to become due with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation of an Event of Defaulta Trigger Event, any Obligor Account Debtor fails or refuses to make payment on any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name or in the name of GrantorsGrantor, to take such action as Administrative Agent shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may at any time and from time to time, if an a Trigger Event of Default has occurred and is continuingoccurred, compromise with the Obligor obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such actionreasonable. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors Grantor to account for funds that it shall actually receive hereunder.
Appears in 1 contract
Samples: Security Agreement (Aemetis, Inc)
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require Until such time that the Receivables be paid directly to Administrative Agent. In Lender shall notify the Borrowers of the revocation of such eventprivilege, each Grantor shallBorrower and each of the Subsidiaries shall at its own expense have the privilege for the account of, and in trust for, the Lender of collecting its Receivables and receiving in respect thereto all Items of Payment and shall permit Administrative Agent tootherwise completely service all of the Receivables including (a) the billing, promptly notify posting and maintaining of complete records applicable thereto, (b) the Obligors taking of such action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as each Borrower and each of the applicable Grantor Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor's claim as may be commercially reasonable. The Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to each Borrower and each of the Subsidiaries by either giving notice of its assignment of, and lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrowers. The Lender shall not have any Obligor fails duty to, and the Borrowers hereby releases the Lender from all claims of loss or refuses damage caused by the delay or failure to make payment on collect or enforce any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent Collateral. The Lender shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 1 contract
Samples: Financing and Security Agreement (Paradise Color Inc)
Collection of Receivables. During Until such time that the continuation Agent shall notify the Borrowers of the revocation of such privilege following the occurrence and during the continuance of an Event of Default, Administrative the Borrowers and their Subsidiaries shall at their own expense have the privilege for the account of, and in trust for, the Agent may at any time, by giving Grantors written notice, elect to require that and the Lenders of collecting their Receivables and receiving in respect thereto all Items of Payment and shall otherwise completely service all of the Receivables be paid directly to Administrative Agent. In including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name may request or in the name absence of such request, as each of the applicable Grantor Borrowers and each of the Subsidiaries may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor's claim as may be commercially reasonable. The Agent may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to any Obligor fails one or refuses more of the Borrowers and each of the Subsidiaries by either giving notice of its assignment of, and Lien on the Collateral to make payment on any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name the Account Debtors or in giving notice of such revocation to the name of Grantors, to take such action as Administrative Borrowers. The Agent shall deem appropriate for the collection of not have any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivableduty to, and the Borrowers hereby release the Agent and the Lenders from all claims of loss or damage caused by the delay or failure to collect or enforce any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known of the Receivables or to it at the time it takes preserve any such action. Regardless of rights against any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence party with an interest in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderacts of gross negligence and willful misconduct.
Appears in 1 contract
Collection of Receivables. During Until such time that Lender shall notify MXL of the continuation revocation of an Event such privilege in accordance with the next sentence, MXL shall at its own expense have the privilege for the account of, and in trust for, Lender of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require that collecting its Receivables and shall completely service all of the Receivables be paid directly to Administrative Agent. In including (a) the billing, posting and maintaining of complete records applicable thereto, (b) the taking of such event, each Grantor shall, and shall permit Administrative Agent to, promptly notify the Obligors action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name Lender may request or in the name absence of such request, as MXL may deem advisable; and (c) the applicable Grantor granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for any may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and all amounts due or may take such other actions relating to become due with respect to Collateral; to take control of cash and other proceeds the settling of any Collateral; Account Debtor's claim as may be commercially reasonable. Lender may, at its option, at any time or from time to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments time after and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation continuance of an Event of DefaultDefault hereunder, revoke the collection privilege given in this Agreement to MXL by either giving notice of its assignment of, and lien on the MXL Collateral to the Account Debtors or giving notice of such revocation to MXL. Lender shall not have any Obligor fails duty to, and MXL hereby releases Lender from all claims of loss or refuses damage caused by the delay or failure to make payment on collect or enforce any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name of the Receivables or to preserve any rights against any other party with an interest in the name of Grantors, to take such action as Administrative Agent MXL Collateral. Lender shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 1 contract
Samples: Financing and Security Agreement (Gp Strategies Corp)
Collection of Receivables. During the continuation of an Event of Default, Administrative Agent may at any time, by giving Grantors written notice, elect to require Until such time that the Receivables be paid directly to Administrative Agent. In Agent shall notify the Borrower, Fostxx Xxxxx xxx Fantasma of the revocation of such eventprivilege, each Grantor shallthe Borrower, Fostxx Xxxxx xxx Fantasma shall at their own expense have the privilege for the account of, and in trust for, the Agent and the Lenders of collecting their Receivables and receiving in respect thereto all Items of Payment and shall permit Administrative Agent tootherwise completely service all of the Receivables including (a) the billing, promptly notify posting and maintaining of complete records applicable thereto, (b) the Obligors taking of such action with respect to the Receivables of Administrative Agent’s interest therein and direct such Account Debtors to make payment of all amounts then or thereafter due under as the Receivables directly to Administrative Agent. Upon receipt of any such notice from Administrative Agent, each Grantor shall thereafter hold in trust for Administrative Agent, all amounts and proceeds received by it with respect to the Receivables and immediately and at all times thereafter deliver to Administrative Agent all such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. Administrative Agent shall hold and apply funds so received as provided by the terms of Section 5.10. Administrative Agent shall have the right in its own name may request or in the name absence of such request, as each of the applicable Grantor Borrower, Fostxx Xxxxx xxx Fantasma may deem advisable; and (c) the granting, in the ordinary course of business, to demandany Account Debtor, collectany rebate, receive, receipt for, xxx for, compoundrefund or adjustment to which the Account Debtor may be lawfully entitled, and give acquittances for may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to a Receivable and may take such other actions relating to the settling of any Account Debtor's claim as may be commercially reasonable. The Agent may, at its option, at any time or from time to time after and during the continuance of a Default hereunder, revoke the collection privilege given in this Agreement to any one or more of the Borrower, Fostxx Xxxxx xxx Fantasma by either giving notice of its assignment of, and Lien on the Collateral to the Account Debtors or giving notice of such revocation to the Borrower, Fostxx Xxxxx xxx Fantasma. The Agent shall not have any duty to, and the Borrower, Fostxx Xxxxx xxx Fantasma hereby release the Agent and the Lenders from all amounts due claims of loss or damage caused by the delay or failure to collect or enforce any of the Receivables or to become due preserve any rights against any other party with respect to Collateral; to take control of cash and other proceeds of any Collateral; to endorse the name of the applicable Grantor on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into the possession of Administrative Agent or any Administrative Agent; to sign the name of the applicable Grantor on any invoice or xxxx of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral; to send requests for verification of obligations to any Obligor; and to do all other acts and things necessary to carry out the intent of this Security Agreement. If during the continuation of an Event of Default, any Obligor fails or refuses to make payment on any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name or interest in the name of Grantors, to take such action as Administrative Collateral. The Agent shall deem appropriate for the collection of any amounts owed with respect to the Collateral or upon which a delinquency exists. Each Grantor agrees that Administrative Agent may be entitled at any time and from time to time, if an Event of Default has occurred time to confirm and is continuing, compromise with the Obligor on any Receivable, accept in full payment of any Receivable such amount as Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by Administrative Agent shall be commercially reasonable so long as Administrative Agent acts in good faith based on information known to it at the time it takes any such action. Regardless of any other provision hereof, however, Administrative Agent shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to the Collateral, nor shall it be under any duty whatsoever to anyone except Grantors to account for funds that it shall actually receive hereunderverify Receivables.
Appears in 1 contract
Samples: Financing and Security Agreement (O Ray Holdings Inc)
