Common use of Assigned Agreements Clause in Contracts

Assigned Agreements. (a) Such Grantor shall at its expense: (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain Assigned Agreements to which it is a party in full force and effect, enforce Assigned Agreements to which it is a party in accordance with their respective terms, and take all such action to such end as may be from time to time reasonably requested by the Agent; and (ii) furnish to the Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Agent such information and reports regarding the Assigned Agreements and the other Collateral of such Grantor as the Agent may reasonably request and (B) upon reasonable request of the Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Such Grantor shall not, except to the extent otherwise expressly permitted under the Note Purchase Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with any such Assigned Agreement, except as expressly provided therein; or (v) take any other action in connection with any such Assigned Agreement that would impair the value of the interest or rights of such Grantor thereunder or which would impair the interest or rights of the Agent.

Assigned Agreements. The parties agree that: (a) Such Upon the inclusion after the initial Funding Date of any Assigned Agreement in the Collateral, the Grantor shall will give due written notice to each such other party to such Assigned Agreement of its security assignment pursuant to this Agreement and will obtain a consent to its assignment for security purposes. (b) Upon (i) the inclusion of any Assigned Agreement in the Collateral or (ii) the amendment or replacement of any Assigned Agreement or the entering into of any new Assigned Agreement, the Grantor will deliver a copy thereof to the Security Trustee and will take such other action as may be necessary or desirable to perfect the lien of this Agreement as to such Assigned Agreement. (c) The Grantor shall, at its expense: (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain enforce the Assigned Agreements to which it is a party in full force and effect, enforce Assigned Agreements to which it is a party in accordance with their respective terms, terms and take all such action to such end as may be from time to time reasonably requested by the AgentSecurity Trustee; and (ii) (A) furnish to the Agent Security Trustee promptly upon receipt thereof copies of all notices, requests and other documents received by such the Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time time, (AB) furnish to the Agent Security Trustee such information and reports regarding the Assigned Agreements and the other Collateral of such Grantor as the Agent Security Trustee may reasonably request and (BC) upon reasonable request of the Agent Security Trustee, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such the Grantor is entitled to make thereunder. (b) Such Grantor shall not, except to the extent otherwise expressly permitted under the Note Purchase Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with any such Assigned Agreement, except as expressly provided therein; or (v) take any other action in connection with any such Assigned Agreement that would impair the value of the interest or rights of such Grantor thereunder or which would impair the interest or rights of the Agent.

Assigned Agreements. (a) Such Grantor shall at its expenseThe Chargor shall: (i) perform and observe all the terms and provisions promptly on execution of the this Debenture, in relation to each Assigned Agreements to be performed or observed by it, maintain Assigned Agreements to which Agreement it is a party to as at the date of this Debenture; (ii) in full force relation to each Assigned Agreement it enters into or otherwise acquires an interest in after the date of this Debenture, as soon as reasonably practicable and effect, enforce in any event within ten (10) Business Days of entering into or acquiring an interest in such Assigned Agreements to which it is a party in accordance with their respective terms, and take all such action to such end as may be from time to time reasonably requested by the AgentAgreement; and (iiiii) furnish in respect of any other Assigned Agreement designated by the Chargor and the Security Agent as such after the date of this Debenture, as soon as reasonably practicable and in any event within ten (10) Business Days of such designation, deliver a Counterparty Notice to the Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant parties to the Assigned Agreements to which it is Agreement (with a party, and from time to time (A) furnish copy to the Agent such information and reports regarding the Assigned Agreements and the other Collateral of such Grantor as the Agent may reasonably request and (B) upon reasonable request of the Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunderSecurity Agent). (b) Such Grantor The Chargor shall not, except procure that each counterparty signs and delivers to the extent otherwise expressly permitted under Security Agent an acknowledgement of the Note Purchase Agreementnotice given pursuant to paragraph (a) above substantially in the form set out in the Counterparty Notice within ten (10) Business Days after the delivery of the Counterparty Notice. (c) No Chargor shall: (i) cancel amend, supplement, vary or terminate waive any provision of an Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereofAgreement; (ii) amendexercise any right to rescind, restate, supplement cancel or otherwise modify any such terminate an Assigned Agreement or give any consent, waiver or approval thereunderAgreement; (iii) waive release any default counterparty from its obligations under or breach of any such an Assigned Agreement; (iv) waive any breach by any counterparty or consent to any act or permit or accept omission which would otherwise constitute a breach under any prepayment of amounts to become due under or in connection with any such Assigned Agreement, except as expressly provided therein; or; (v) take novate, transfer or assign any other action in connection with of its rights under any such Assigned Agreement that would impair Agreement, without the value prior written consent of the interest or rights Security Agent unless otherwise specifically permitted under the Margin Loan Agreement. (d) The Chargor shall provide the Security Agent with, as soon as practicable upon receipt, copies of such Grantor thereunder or all notices which would impair the interest or rights of the Agentit may from time to time receive from any counterparty to an Assigned Agreement.

Assigned Agreements. (a) Such Grantor shall at its expense: (i) perform and observe all Anything herein to the terms and provisions contrary notwithstanding, (i) such Grantor shall (until acquisition of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer of the Assigned Agreements), remain liable under the Assigned Agreements to be performed the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (ii) the exercise by the Collateral Agent of any of the rights hereunder (other than following an acquisition of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or observed by ittransfer of the Assigned Agreements) shall not release such Grantor from any of its duties or obligations under the Assigned Agreements; and (iii) until assumed or transferred as aforesaid, maintain the Collateral Agent shall have no obligation or liability under the Assigned Agreements by reason of this Agreement, nor shall the Collateral Agent be obligated to which it is a party in full force and effect, enforce Assigned Agreements perform any of the obligations or duties of such Grantor thereunder or to which it is a party in accordance with their respective terms, and take all such any action to such end as may be from time to time reasonably requested by the Agent; andcollect or enforce any claim for payment assigned hereunder. (ii) furnish Except as otherwise provided in this clause (ii), such Grantor shall continue to the Agent promptly upon receipt thereof copies of collect, at its own expense, all notices, requests and other documents received by amounts due or to become due to such Grantor under the Assigned Agreements. In connection with such collections, such Grantor may take (and during an Event of Default, at the Collateral Agent’s direction shall take) such action as such Grantor or pursuant the Collateral Agent, as applicable, may deem necessary or advisable to enforce collection of the amounts due under the Assigned Agreements. Such Grantor agrees and confirms that it shall notify each party to the Assigned Agreements to which it is a party, of the grant of the security interest therein and from time to time (A) furnish assignment thereof to the Collateral Agent such information and reports regarding the Assigned Agreements and the other Collateral instruct each of such Grantor as the Agent may reasonably request and (B) upon reasonable request of the Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports them that all payments due or for action as such Grantor is entitled to make thereunder. (b) Such Grantor shall not, except to the extent otherwise expressly permitted under the Note Purchase Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; (iv) consent to or permit or accept any prepayment of amounts to become due under and all amounts payable to such Grantor thereunder shall be made directly to the Collateral Agent for deposit into the Revenue Account or in connection with any such Assigned Agreementanother account designated by the Collateral Agent. No Grantor shall, except as expressly provided therein; or (v) specifically required or permitted by the Underlying Loan Documents, take any other action in connection with any such Assigned Agreement that would impair the value of the interest or rights of such Grantor thereunder or which would impair the security interest or rights of the AgentCollateral Agent in the Collateral.

Assigned Agreements. (a1) Such Grantor Each Obligor shall at its expense: (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with their respective terms, the terms thereof and take all such action to such end as may be reasonably requested from time to time reasonably requested by the AgentCollateral Agent except where the failure to do so would not have a Material Adverse Effect; and (ii) furnish to the Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Collateral Agent such information and reports regarding the Assigned Agreements and the such other Collateral of such Grantor Obligor as the Collateral Agent may reasonably request and (B) upon reasonable request of the Agent Collateral Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor Obligor is entitled to make thereunder. (b2) Such Grantor Each Obligor agrees that it shall not, except to the extent otherwise expressly permitted under the Note Securities Purchase Agreement: (i) cancel or terminate any Assigned Agreement (except in accordance with the terms thereof) to which it is a party or consent to or accept any cancellation or termination thereof (except in accordance with the terms thereof); (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement (other than any amendment or modification to an Assigned Agreement required by change in law, rule or regulation applicable thereto) or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with any such Assigned Agreement, except as expressly provided therein; or (viv) take any other action in connection with any such Assigned Agreement that would impair the value of the interest interests or rights of such Grantor Obligor thereunder or which that would impair the interest interests or rights of any Secured Party, except in each of the Agentforegoing cases (other than any change in law, rule or regulation that requires an amendment or modification of an Assigned Agreement), where to do so would not be reasonably likely to have a Material Adverse Effect. (3) Each Obligor hereby consents on its own behalf and on behalf of its Subsidiaries to the assignment and pledge to the Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Obligor hereunder.

Assigned Agreements. (a1) Such Grantor Each Obligor shall at its expense: (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with their respective terms, the terms thereof and take all such action to such end as may be reasonably requested from time to time reasonably requested by the AgentCollateral Agent except where the failure to do so would not have a Material Adverse Effect; and (ii) furnish to the Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Collateral Agent such information and reports regarding the Assigned Agreements and the such other Collateral of such Grantor Obligor as the Collateral Agent may reasonably request and (B) upon reasonable request of the Agent Collateral Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor Obligor is entitled to make thereunder. (b2) Such Grantor Each Obligor agrees that it shall not, except to the extent otherwise expressly permitted under the Note Purchase Agreement: (i) cancel or terminate any Assigned Agreement (except in accordance with the terms thereof) to which it is a party or consent to or accept any cancellation or termination thereof (except in accordance with the terms thereof); (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement (other than any amendment or modification to an Assigned Agreement required by change in law, rule or regulation applicable thereto) or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with any such Assigned Agreement, except as expressly provided therein; or (viv) take any other action in connection with any such Assigned Agreement that would impair the value of the interest interests or rights of such Grantor Obligor thereunder or which that would impair the interest interests or rights of any Secured Party, except in each of the Agentforegoing cases (other than any change in law, rule or regulation that requires an amendment or modification of an Assigned Agreement), where to do so would not be reasonably likely to have a Material Adverse Effect. (3) Each Obligor hereby consents on its own behalf and on behalf of its Subsidiaries to the assignment and pledge to the Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Obligor hereunder.

Assigned Agreements. (a) Such Grantor shall at its expense: (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain Assigned Agreements to which it is a party in full force and effect, enforce Assigned Agreements to which it is a party in accordance with their respective terms, and take all such action to such end as may be from time to time reasonably requested by the Agent; and (ii) furnish to the Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Agent such information and reports regarding the Assigned Agreements and the other Collateral of such Grantor as the Agent may reasonably request and (B) upon reasonable request of the Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Such Grantor shall not, except to the extent otherwise expressly permitted under the Note Purchase Credit Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with any such Assigned Agreement, except as expressly provided therein; or (v) take any other action in connection with any such Assigned Agreement that would impair the value of the interest or rights of such Grantor thereunder or which would impair the interest or rights of the Agent.

Assigned Agreements. (a) Such Grantor shall at its expense: (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain Assigned Agreements to which it is a party in full force and effect, enforce Assigned Agreements to which it is a party in accordance with their respective terms, and take all such action to such end as may be from time to time reasonably requested by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and the other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon reasonable request of the Administrative Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Such Grantor shall not, except to the extent otherwise expressly permitted under the Note Purchase Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with any such Assigned Agreement, except as expressly provided therein; or (v) take any other action in connection with any such Assigned Agreement that would impair the value of the interest or rights of such Grantor thereunder or which would impair the interest or rights of the Administrative Agent.

Assigned Agreements. (a) Such Grantor shall at its expense: (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain Assigned Agreements to which it is a party in full force and effect, enforce Assigned Agreements to which it is a party in accordance with their respective terms, and take all such action to such end as may be from time to time reasonably requested by the Administrative Agent; and (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and the other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon reasonable request of the Administrative Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor is entitled to make thereunder. (b) Such Grantor shall not, except to the extent otherwise expressly permitted under the Note Unit Purchase Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with any such Assigned Agreement, except as expressly provided therein; or (v) take any other action in connection with any such Assigned Agreement that would impair the value of the interest or rights of such Grantor thereunder or which would impair the interest or rights of the Administrative Agent.

Assigned Agreements. (a) Such Each Grantor shall at its expense: (i) if consistent with sound business practices, perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with their respective terms, and take all such action to such end as may be from time to time reasonably requested by the Administrative Agent; and (ii) upon the reasonable request of Administrative Agent, furnish to the Agent Administrative Agent, promptly upon receipt thereof thereof, copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a partyAgreements, and from time to time (A) furnish to the Administrative Agent such information and reports regarding the Assigned Agreements and the other Collateral of such Grantor as the Administrative Agent may reasonably request and (B) upon the reasonable request of the Administrative Agent make to each other party the parties to any such Assigned Agreement to which it is a party Agreements such demands and requests for information and reports or for action as such Grantor is entitled to make thereunderunder such Assigned Agreements. (b) Such Upon the occurrence and during the continuation of an Event of Default, no Grantor shall not, except to the extent otherwise expressly permitted under the Note Purchase Agreementshall: (i) cancel or terminate any of the Assigned Agreement to which it is a party Agreements or consent to or accept any cancellation or termination thereof; (ii) amend, restate, supplement amend or otherwise modify any such the Assigned Agreement Agreements or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such the Assigned AgreementAgreements; (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with any such the Assigned AgreementAgreements, except as expressly provided therein; or (v) take any other action in connection with any such the Assigned Agreement Agreements that would materially impair the value of the interest or rights of such Grantor thereunder or which that would materially impair the interest or rights of the Administrative Agent.

Assigned Agreements. (a1) Such Grantor Each Obligor shall at its expense: (i) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain the Assigned Agreements to which it is a party in full force and effect, enforce the Assigned Agreements to which it is a party in accordance with their respective terms, the terms thereof and take all such action to such end as may be reasonably requested from time to time reasonably requested by the AgentCollateral Agent except where the failure to do so would not have a Material Adverse Effect; and (ii) furnish to the Agent promptly upon receipt thereof copies of all notices, requests and other documents received by such Grantor under or pursuant to the Assigned Agreements to which it is a party, and from time to time (A) furnish to the Collateral Agent such information and reports regarding the Assigned Agreements and the such other Collateral of such Grantor Obligor as the Collateral Agent may reasonably request and (B) upon reasonable request of the Agent Collateral Agent, make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports or for action as such Grantor Obligor is entitled to make thereunder. (b2) Such Grantor Each Obligor agrees that it shall not, except to the extent otherwise expressly permitted under the Note Purchase Second Lien Credit Agreement: (i) cancel or terminate any Assigned Agreement (except in accordance with the terms thereof) to which it is a party or consent to or accept any cancellation or termination thereof (except in accordance with the terms thereof); (ii) amend, amend and restate, supplement or otherwise modify any such Assigned Agreement (other than any amendment or modification to an Assigned Agreement required by change in law, rule or regulation applicable thereto) or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; (iv) consent to or permit or accept any prepayment of amounts to become due under or in connection with any such Assigned Agreement, except as expressly provided therein; or (viv) take any other action in connection with any such Assigned Agreement that would impair the value of the interest interests or rights of such Grantor Obligor thereunder or which that would impair the interest interests or rights of any Secured Party, except in each of the Agentforegoing cases (other than any change in law, rule or regulation that requires an amendment or modification of an Assigned Agreement), where to do so would not be reasonably likely to have a Material Adverse Effect. (3) Each Obligor hereby consents on its own behalf and on behalf of its Subsidiaries to the assignment and pledge to the Collateral Agent for benefit of the Secured Parties of each Assigned Agreement to which it is a party by any other Obligor hereunder.

Assigned Agreements. (a) Such Grantor shall at its expense: (i) perform and observe all Anything herein to the terms and provisions contrary notwithstanding, (i) such Grantor shall (until acquisition of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or transfer of the Assigned Agreements), remain liable under the Assigned Agreements to be performed the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (ii) the exercise by the Collateral Agent of any of the rights hereunder (other than following an acquisition of such Grantor’s rights by a third party other than an Affiliate as a consequence of foreclosure, assumption or observed by ittransfer of the Assigned Agreements) shall not release such Grantor from any of its duties or obligations under the Assigned Agreements; and (iii) until assumed or transferred as aforesaid, maintain the Collateral Agent shall have no obligation or liability under the Assigned Agreements by reason of this Agreement, nor shall the Collateral Agent be obligated to which it is a party in full force and effect, enforce Assigned Agreements perform any of the obligations or duties of such Grantor thereunder or to which it is a party in accordance with their respective terms, and take all such any action to such end as may be from time to time reasonably requested by the Agent; andcollect or enforce any claim for payment assigned hereunder. (ii) furnish Except as otherwise provided in this clause (ii), such Grantor shall continue to the Agent promptly upon receipt thereof copies of collect, at its own expense, all notices, requests and other documents received by amounts due or to become due to such Grantor under the Assigned Agreements. In connection with such collections, such Grantor may take (and during an Event of Default, at the Collateral Agent’s direction shall take) such action as such Grantor or pursuant the Collateral Agent, as applicable, may deem necessary or advisable to enforce collection of the amounts due under the Assigned Agreements. Such Grantor agrees and confirms that it shall notify each party to the Assigned Agreements to which it is a party, of the grant of the security interest therein and from time to time (A) furnish assignment thereof to the Collateral Agent such information and reports regarding the Assigned Agreements and the other Collateral instruct each of such Grantor as the Agent may reasonably request and (B) upon reasonable request of the Agent make to each other party to any Assigned Agreement to which it is a party such demands and requests for information and reports them that all payments due or for action as such Grantor is entitled to make thereunder. (b) Such Grantor shall not, except to the extent otherwise expressly permitted under the Note Purchase Agreement: (i) cancel or terminate any Assigned Agreement to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend, restate, supplement or otherwise modify any such Assigned Agreement or give any consent, waiver or approval thereunder; (iii) waive any default under or breach of any such Assigned Agreement; (iv) consent to or permit or accept any prepayment of amounts to become due under and all amounts payable to such Grantor thereunder shall be made directly to the Collateral Agent for deposit into the Revenue Account or in connection with any such Assigned Agreementanother account designated by the Collateral Agent. No Grantor shall, except as expressly provided therein; or (v) specifically required or permitted by the Underlying Financing Documents, take any other action in connection with any such Assigned Agreement that would impair the value of the interest or rights of such Grantor thereunder or which would impair the security interest or rights of the AgentCollateral Agent in the Collateral.