Common use of Compromises and Collection of Collateral Clause in Contracts

Compromises and Collection of Collateral. The Grantor and the Subordinated Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Retained Receivables, that certain of the Retained Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Retained Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Retained Receivable. In view of the foregoing, the Grantor agrees that the Subordinated Collateral 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 Retained Receivable, accept in full payment of any Retained Receivable such amount as the Subordinated Collateral Agent in its sole discretion shall determine or abandon any Retained Receivable, and any such action by the Subordinated Collateral Agent shall be commercially reasonable so long as the Subordinated Collateral Agent acts in good faith based on information known to it at the time it takes any such action.

Compromises and Collection of Collateral. The Each Grantor and the Subordinated Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Retained Pledged Receivables, that certain of the Retained Pledged Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Retained Pledged Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Retained Pledged Receivable. In view of the foregoing, the each Grantor agrees that the Subordinated Collateral Agent may (or shall, at the direction of the Required Secured Parties) at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Retained Pledged Receivable, accept in full payment of any Retained Pledged Receivable such amount as the Subordinated Collateral Agent Required Secured Parties in its their sole discretion shall determine or abandon any Retained Pledged Receivable, and any such action by the Subordinated Collateral Agent shall be commercially reasonable so long as the Subordinated Collateral Agent acts in good faith based on information known to it at the time it takes any such action.

Compromises and Collection of Collateral. The Each Grantor and the Subordinated Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Retained Pledged Receivables, that certain of the Retained Pledged Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Retained Pledged Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Retained Pledged Receivable. In view of the foregoing, the each Grantor agrees that the Subordinated Collateral 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 Retained Pledged Receivable, accept in full payment of any Retained Pledged Receivable such amount as the Subordinated Collateral Agent in its sole discretion shall determine or abandon any Retained Pledged Receivable, and any such action by the Subordinated Collateral Agent shall be commercially reasonable so long as the Subordinated Collateral Agent acts in good faith based on information known to it at the time it takes any such action.

Compromises and Collection of Collateral. The Grantor and the Subordinated Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Retained Unsecuritized Receivables, that certain of the Retained Unsecuritized Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Retained Unsecuritized Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Retained Unsecuritized Receivable. In view of the foregoing, the Grantor agrees that the Subordinated Collateral 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 Retained Unsecuritized Receivable, accept in full payment of any Retained Unsecuritized Receivable such amount as the Subordinated Collateral Agent in its sole discretion shall determine or abandon any Retained Unsecuritized Receivable, and any such action by the Subordinated Collateral Agent shall be commercially reasonable so long as the Subordinated Collateral Agent acts in good faith based on information known to it at the time it takes any such action.