Common use of AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL Clause in Contracts

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as otherwise provided in this Section 9, Assignor shall continue to collect, at its own expense, all amounts due or to become due to Assignor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor may take (and, at Assignee's direction, shall take) such action as Assignor or Assignee may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee shall have the right at any time, upon the occurrence and during the continuation of an Event of Default and upon written notice to Assignor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, and the conditional assignment effected hereby, and to direct such obligors to make payment of all such amounts directly to Assignee, and, upon such notification and at the expense of Assignor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor might have done. After receipt by Assignor of the notice from Assignee referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including checks and other instruments) received by Assignor in respect of amounts due to Assignor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee hereunder, shall be segregated from other funds of Assignor and shall be forthwith paid over or delivered to Assignee in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 17, and (ii) Assignor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as -------------------------------------------- otherwise provided in this Section 9, Assignor shall continue to collect, at its own expense, all amounts due or to become due to Assignor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor may take (and, at Assignee's direction, shall take) such action as Assignor or Assignee may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee shall have the right at any time, -------- ------- upon the occurrence and during the continuation of an Event of Default and upon written notice to Assignor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, and the conditional assignment effected hereby, and to direct such obligors to make payment of all such amounts directly to Assignee, and, upon such notification and at the expense of Assignor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor might have done. After receipt by Assignor of the notice from Assignee referred to in the proviso to ------- the preceding sentence, , (i) all amounts and proceeds (including checks and other instruments) received by Assignor in respect of amounts due to Assignor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee hereunder, shall be segregated from other funds of Assignor and shall be forthwith paid over or delivered to Assignee in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 17, and (ii) Assignor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as -------------------------------------------- otherwise provided in this Section 97, Assignor Grantor shall continue to collect, at its own expense, all amounts due or to become due to Assignor Grantor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor Grantor may take (and, at AssigneeSecured Party's direction, shall take) such action as Assignor Grantor or Assignee Secured Party may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee Secured Party shall have the right at any time, -------- ------- upon the occurrence and during the continuation of an Event of Default and upon written notice to Assignor Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, assigned and the conditional assignment effected created hereby, and to direct such obligors to make payment of all such amounts directly to AssigneeSecured Party, and, upon such notification and at the expense of AssignorGrantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor Grantor might have done. After receipt by Assignor Grantor of the notice from Assignee Secured Party referred to in the proviso to the preceding sentence, ------- (i) all amounts and proceeds (including checks and other instruments) received by Assignor Grantor in respect of amounts due to Assignor Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee Secured Party hereunder, shall be segregated from other funds of Assignor Grantor and shall be forthwith paid over or delivered to Assignee Secured Party in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 1714, and (ii) Assignor Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as -------------------------------------------- otherwise provided in this Section 98, Assignor Grantor shall continue to collect, at its own expense, all amounts due or to become due to Assignor Grantor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor Grantor may take (and, at AssigneeSecured Party's direction, shall take) such action as Assignor Grantor or Assignee Secured Party may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee Secured Party shall have the right at any time, -------- ------- upon the occurrence and during the continuation of an Event of Default and upon written notice to Assignor Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, and the conditional assignment effected hereby, created and to direct such obligors to make payment of all such amounts directly to AssigneeSecured Party, and, upon such notification and at the expense of AssignorGrantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor Grantor might have done. After receipt by Assignor Grantor of the notice from Assignee Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and ------- proceeds (including checks and other instruments) received by Assignor Grantor in respect of amounts due to Assignor Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee Secured Party hereunder, shall be segregated from other funds of Assignor Grantor and shall be forthwith paid over or delivered to Assignee Secured Party in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 1716, and (ii) Assignor Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as otherwise provided in this Section 97, Assignor each Grantor shall continue to collect, at its own expense, all amounts due or to become due to Assignor Grantors in respect of the Collateral or any portion thereof. In connection with such collections, Assignor each Grantor may take (and, at AssigneeSecured Party's direction, shall take) such action as Assignor such Grantor or Assignee Secured Party may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee Secured Party shall have the right at any time, upon the occurrence and during the continuation of an Event of Default or a Potential Event of Default and upon written notice to Assignor such Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, assigned and the conditional assignment effected created hereby, and to direct such obligors to make payment of all such amounts directly to AssigneeSecured Party, and, upon such notification and at the expense of AssignorGrantors, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor such Grantor might have done. After receipt by Assignor such Grantor of the notice from Assignee Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including checks and other instruments) received by Assignor such Grantor in respect of amounts due to Assignor such Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee Secured Party hereunder, shall be segregated from other funds of Assignor such Grantor and shall be forthwith paid over or delivered to Assignee Secured Party in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 1714, and (ii) Assignor such Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor obliger with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as -------------------------------------------- otherwise provided in this Section 9, Assignor shall continue to collect, at its own expense, all amounts due or to become due to Assignor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor may take (and, at Assignee's direction, shall take) such action as Assignor or Assignee may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee shall have the right at any time, upon the -------- ------- occurrence and during the continuation of an Event of Default and upon written notice to Assignor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, and the conditional assignment effected hereby, and to direct such obligors to make payment of all such amounts directly to Assignee, and, upon such notification and at the expense of Assignor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor might have done. After receipt by Assignor of the notice from Assignee referred to in the proviso to ------- the preceding sentence, (i) all amounts and proceeds (including checks and other instruments) received by Assignor in respect of amounts due to Assignor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee hereunder, shall be segregated from other funds of Assignor and shall be forthwith paid over or delivered to Assignee in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 17, and (ii) Assignor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as otherwise provided in this Section 97, Assignor each Grantor shall continue to collect, at its own expense, all amounts due or to become due to Assignor Grantors in respect of the Collateral or any portion thereof. In connection with such collections, Assignor each Grantor may take (and, at AssigneeSecured Party's direction, shall take) such action as Assignor such Grantor or Assignee Secured Party may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee Secured Party shall have the right at any time, upon the occurrence and during the continuation of an Event of Default or a Potential Event of Default and upon written notice to Assignor such Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, assigned and the conditional assignment effected created hereby, and to direct such obligors to make payment of all such amounts directly to AssigneeSecured Party, and, upon such notification and at the expense of AssignorGrantors, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor such Grantor might have done. After receipt by Assignor such Grantor of the notice from Assignee Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including checks and other instruments) received by Assignor such Grantor in respect of amounts due to Assignor such Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee Secured Party hereunder, shall be segregated from other funds of Assignor such Grantor and shall be forthwith paid over or delivered to Assignee Secured Party in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 1714, and (ii) Assignor such Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as otherwise provided in this Section 9, Assignor shall continue to collect, at its own expense, all amounts due or to become due to Assignor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor may take (and, at Assignee's direction, shall take) such action as Assignor or Assignee may deem necessary or advisable to enforce collection of such amounts; providedPROVIDED, howeverHOWEVER, that Assignee shall have the right at any time, upon the occurrence and during the continuation of an Event of Default and upon written notice to Assignor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, and the conditional assignment effected hereby, and to direct such obligors to make payment of all such amounts directly to Assignee, and, upon such notification and at the expense of Assignor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor might have done. After receipt by Assignor of the notice from Assignee referred to in the proviso PROVISO to the preceding sentence, (i) all amounts and proceeds (including checks and other instruments) received by Assignor in respect of amounts due to Assignor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee hereunder, shall be segregated from other funds of Assignor and shall be forthwith paid over or delivered to Assignee in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 17, and (ii) Assignor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as otherwise provided in this Section 9, Assignor each Grantor shall continue to collect, at its own expense, all amounts due or to become due to Assignor such Grantor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor such Grantor may take (and, at AssigneeSecured Party's direction, shall take) such action as Assignor such Grantor or Assignee Secured Party may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee Secured Party shall have the right at any time, upon the occurrence and during the continuation of an Event of Default and upon written notice to Assignor such Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, and the conditional assignment effected hereby, and to direct such obligors to make payment of all such amounts directly to AssigneeSecured Party, and, upon such notification and at the expense of Assignorsuch Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor such Grantor might have done. After receipt by Assignor such Grantor of the notice from Assignee Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including checks and other instruments) received by Assignor such Grantor in respect of amounts due to Assignor such Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee Secured Party hereunder, shall be segregated from other funds of Assignor such Grantor and shall be forthwith paid over or delivered to Assignee Secured Party in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 17, and (ii) Assignor such Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as otherwise provided in this Section 9, Assignor shall continue to collect, at its own expense, all amounts due or to become due to Assignor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor may take (and, at at XX-5 280 Assignee's direction, shall take) such action as Assignor or Assignee may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee shall have the right at any time, upon the occurrence and during the continuation of an Event of Default and upon written notice to Assignor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, and the conditional assignment effected hereby, and to direct such obligors to make payment of all such amounts directly to Assignee, and, upon such notification and at the expense of Assignor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor might have done. After receipt by Assignor of the notice from Assignee referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including checks and other instruments) received by Assignor in respect of amounts due to Assignor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee hereunder, shall be segregated from other funds of Assignor and shall be forthwith paid over or delivered to Assignee in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 17, and (ii) Assignor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as -------------------------------------------- otherwise provided in this Section 98, Assignor Grantor shall continue to collect, at its own expense, all amounts due or to become due to Assignor Grantor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor Grantor may take (and, at AssigneeSecured Party's direction, shall take) such action as Assignor Grantor or Assignee Secured Party may deem necessary or advisable to enforce obtain collection of such amounts; provided, however, that Assignee Secured Party shall have the right at any time, -------- ------- upon the occurrence and during the continuation of an Event of Default and upon written notice to Assignor Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, and the conditional assignment effected created hereby, and to direct such obligors to make payment of all such amounts directly to AssigneeSecured Party, and, upon such notification and at the expense of AssignorGrantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor Grantor might have done. After receipt by Assignor Grantor of the notice from Assignee Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and ------- proceeds (including checks and other instruments) received by Assignor Grantor in respect of amounts due to Assignor Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee Secured Party hereunder, shall be segregated from other funds of Assignor Grantor and shall be forthwith paid over or delivered to Assignee Secured Party in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 1718, and (ii) Assignor Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as otherwise provided in this Section 9, Assignor Grantor shall continue to collect, at its own expense, all amounts due or to become due to Assignor Grantor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor Grantor may take (and, at AssigneeCollateral Agent's direction, shall take) such action as Assignor Grantor or Assignee Collateral Agent may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee Collateral Agent shall have the right at any time, upon the occurrence and during the continuation of an Event of Default and upon written notice to Assignor Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, and the conditional assignment effected hereby, and to direct such obligors to make payment of all such amounts directly to AssigneeCollateral Agent, and, upon such notification and at the expense of AssignorGrantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor Grantor might have done. After receipt by Assignor Grantor of the notice from Assignee Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including checks and other instruments) received by Assignor Grantor in respect of amounts due to Assignor Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee Collateral Agent hereunder, shall be segregated from other funds of Assignor Grantor and shall be forthwith paid over or delivered to Assignee Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 17, and (ii) Assignor Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as otherwise provided in this Section 9, Assignor shall continue to collect, at its own expense, all amounts due or to become due to Assignor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor may take (and, at AssigneeCollateral Agent's direction, shall take) such action as Assignor or Assignee Collateral Agent may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee Collateral Agent shall have the right at any time, upon the occurrence and during the continuation of an Event of Default and upon written notice to Assignor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, and the conditional assignment effected hereby, and to direct such obligors to make payment of all such amounts directly to AssigneeCollateral Agent, and, upon such notification and at the expense of Assignor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor might have done. After receipt by Assignor of the notice from Assignee Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including checks and other instruments) received by Assignor in respect of amounts due to Assignor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee Collateral Agent hereunder, shall be segregated from other funds of Assignor and shall be forthwith paid over or delivered to Assignee Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 17, and (ii) Assignor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as otherwise provided in this Section 9, Assignor Grantor shall continue to collect, at its own expense, all amounts due or to become due to Assignor Grantor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor Grantor may take (and, following the occurrence and continuation of an Event of Default, at AssigneeSecured Party's direction, shall take) such action as Assignor or Assignee Grantor or, following the occurrence and continuation of an Event of Default, Secured Party may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee Secured Party shall have the right at any time, upon the occurrence and during the continuation of an Event of Default or a Potential Event of Default and upon written notice to Assignor Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, and the conditional assignment effected hereby, and to direct such obligors to make payment of all such amounts directly to AssigneeSecured Party, and, upon such notification and at the expense of AssignorGrantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor Grantor might have done. After receipt by Assignor Grantor of the notice from Assignee Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including checks and other instruments) received by Assignor Grantor in respect of amounts due to Assignor Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee Secured Party hereunder, shall be segregated from other funds of Assignor Grantor and shall be forthwith paid over or delivered to Assignee Secured Party in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 17, and (ii) Assignor Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as otherwise provided in this Section 97, Assignor Grantor shall continue to collect, at its own expense, all amounts due or to become due to Assignor Grantor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor Grantor may take (and, at AssigneeSecured Party's direction, shall take) such action as Assignor Grantor or Assignee Secured Party may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee Secured Party shall have the right at any time, upon the occurrence and during the continuation of an Event of Default or a Potential Event of Default and upon written notice to Assignor Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, assigned and the conditional assignment effected created hereby, and to direct such obligors to make payment of all such amounts directly to AssigneeSecured Party, and, upon such notification and at the expense of AssignorGrantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor Grantor might have done. After receipt by Assignor Grantor of the notice from Assignee Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including checks and other instruments) received by Assignor Grantor in respect of amounts due to Assignor Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee Secured Party hereunder, shall be segregated from other funds of Assignor Grantor and shall be forthwith paid over or delivered to Assignee Secured Party in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 1714, and (ii) Assignor Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as otherwise provided in this Section 97, Assignor Grantor shall continue to collect, at its own expense, all amounts due or to become due to Assignor Grantor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor Grantor may take (and, at AssigneeSecured Party's direction, shall take) such action as Assignor Grantor or Assignee Secured Party may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee Secured Party shall have the right at any time, upon the occurrence and during the continuation of an Event of Default and upon written notice to Assignor Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, assigned and the conditional assignment effected created hereby, and to direct such obligors to make payment of all such amounts directly to AssigneeSecured Party, and, upon such notification and at the expense of AssignorGrantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor Grantor might have done. After receipt by Assignor Grantor of the notice from Assignee Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including checks and other instruments) received by Assignor Grantor in respect of amounts due to Assignor Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee Secured Party hereunder, shall be segregated from other funds of Assignor Grantor and shall be forthwith paid over or delivered to Assignee Secured Party in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 1714, and (ii) Assignor Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except -------------------------------------------- as otherwise provided in this Section 98, Assignor Grantor shall continue to collect, at its own expense, all amounts due or to become due to Assignor Grantor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor Grantor may take (and, at AssigneeSecured Party's direction, shall take) such action as Assignor Grantor or Assignee Secured Party may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee -------- ------- Secured Party shall have the right at any time, upon the occurrence and during the continuation of an Event of Default and upon written notice to Assignor Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, and the conditional assignment effected hereby, created and to direct such obligors to make payment of all such amounts directly to AssigneeSecured Party, and, upon such notification and at the expense of AssignorGrantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor Grantor might have done. After receipt by Assignor Grantor of the notice from Assignee Secured Party referred to in the proviso to the preceding ------- sentence, (i) all amounts and proceeds (including checks and other instruments) received by Assignor Grantor in respect of amounts due to Assignor Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee Secured Party hereunder, shall be segregated from other funds of Assignor Grantor and shall be forthwith paid over or delivered to Assignee Secured Party in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 1716, and (ii) Assignor Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as -------------------------------------------- otherwise provided in this Section 97, Assignor Grantor shall continue to collect, at its own expense, all amounts due or to become due to Assignor Grantor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor Grantor may take (and, at AssigneeSecured Party's direction, shall take) such action as Assignor Grantor or Assignee Secured Party may deem necessary or advisable to enforce obtain collection of such amounts; provided, however, that Assignee Secured Party shall have the right at any time, -------- ------- upon the occurrence and during the continuation of an Event of Default and upon written notice to Assignor Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, and the conditional assignment effected created hereby, and to direct such obligors to make payment of all such amounts directly to AssigneeSecured Party, and, upon such notification and at the expense of AssignorGrantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor Grantor might have done. After receipt by Assignor Grantor of the notice from Assignee Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and ------- proceeds (including checks and other instruments) received by Assignor Grantor in respect of amounts due to Assignor Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee Secured Party hereunder, shall be segregated from other funds of Assignor Grantor and shall be forthwith paid over or delivered to Assignee Secured Party in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 1715, and (ii) Assignor Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as otherwise provided in this Section 9, Assignor Grantor shall continue to collect, at its own expense, all amounts due or to become due to Assignor Grantor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor Grantor may take (and, at AssigneeSecured Party's direction, shall take) such action as Assignor Grantor or Assignee Secured Party may deem necessary or advisable to enforce collection of such amounts; providedPROVIDED, howeverHOWEVER, that Assignee Secured Party shall have the right at any time, upon the occurrence and during the continuation of an Event of Default and upon written notice to Assignor Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, and the conditional assignment effected hereby, and to direct such obligors to make payment of all such amounts directly to AssigneeSecured Party, and, upon such notification and at the expense of AssignorGrantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor Grantor might have done. After receipt by Assignor Grantor of the notice from Assignee Secured Party referred to in the proviso PROVISO to the preceding sentence, (i) all amounts and proceeds (including checks and other instruments) received by Assignor Grantor in respect of amounts due to Assignor Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee Secured Party hereunder, shall be segregated from other funds of Assignor Grantor and shall be forthwith paid over or delivered to Assignee Secured Party in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 17, and (ii) Assignor Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as otherwise provided in this Section 9, Assignor Grantor shall continue to collect, at its own expense, all amounts due or to become due to Assignor Grantor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor Grantor may take (and, following the occurrence and continuation of an Event of Default, at AssigneeSecured Party's direction, shall take) such action as Assignor or Assignee Grantor or, following the occurrence and continuation of an Event of Default, Secured Party may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee Secured Party shall have the right at any time, upon the occurrence and during the continuation of an Event of Default or a Potential Event of Default and upon written notice to Assignor Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, and the conditional assignment effected hereby, and to direct such obligors to make payment of all such amounts directly to AssigneeSecured Party, and, upon such notification and at the expense of AssignorGrantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor Grantor might have done. After receipt by Assignor Grantor of the notice from Assignee 317 Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including checks and other instruments) received by Assignor Grantor in respect of amounts due to Assignor Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee Secured Party hereunder, shall be segregated from other funds of Assignor Grantor and shall be forthwith paid over or delivered to Assignee Secured Party in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 17, and (ii) Assignor Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL. Except as otherwise provided in this Section 97, Assignor Grantor shall continue to collect, at its own expense, all amounts due or to become due to Assignor Grantor in respect of the Collateral or any portion thereof. In connection with such collections, Assignor Grantor may take (and, at AssigneeSecured Party's direction, shall take) such action as Assignor Grantor or Assignee Secured Party may deem necessary or advisable to enforce collection of such amounts; provided, however, that Assignee Secured Party shall have the right at any time, upon the occurrence and during the continuation of an all Event of Default or a Potential Event of Default and upon written notice to Assignor Grantor of its intention to do so, to notify the obligors with respect to any such amounts of the existence of the security interest created, assigned and the conditional assignment effected created hereby, and to direct such obligors to make payment of all such amounts directly to AssigneeSecured Party, and, upon such notification and at the expense of AssignorGrantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Assignor Grantor might have done. After receipt by Assignor Grantor of the notice from Assignee Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including checks and other instruments) received by Assignor Grantor in respect of amounts due to Assignor Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of Assignee Secured Party hereunder, shall be segregated from other funds of Assignor Grantor and shall be forthwith paid over or delivered to Assignee Secured Party in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 17, and (ii) Assignor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.as