Common use of Compromises and Collection of Collateral Clause in Contracts

Compromises and Collection of Collateral. Each Grantor and the Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Accounts, that certain of the Accounts may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Account may exceed the amount that reasonably may be expected to be recovered with respect to an Account. In view of the foregoing, each Grantor agrees that the Collateral Agent may at any time and from time to time if an Event of Default has occurred and is continuing, (provided that if such Account constitutes Intercreditor Collateral only so long as no ABL Liens are outstanding in on such Collateral), compromise with the obligor on any Account, accept in full payment of any Account such amount as the Collateral Agent in its sole discretion shall determine or abandon any Account, and any such action by the Collateral Agent shall be commercially reasonable so long as the 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. Each Grantor Debtor and the Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the AccountsReceivables, that certain of the Accounts Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Account Receivable may exceed the amount that reasonably may be expected to be recovered with respect to an Accounta Receivable. In view of the foregoing, each Grantor Debtor agrees that the Collateral Agent may at any time and from time to time time, if an Event of Default has occurred and is continuing, (provided that if such Account constitutes Intercreditor Collateral only so long as no ABL Liens are outstanding in on such Collateral), compromise with the obligor on any AccountReceivable, accept in full payment of any Account Receivable such amount as the Collateral Agent in its sole discretion (or upon receipt of an Act of Parity Lien Debtholders) shall determine or abandon any AccountReceivable, and any such action by the Collateral Agent shall be commercially reasonable so long as the Collateral Agent acts in good faith based on information known to it at the time it takes any such actionaction or acts as instructed by an Act of Parity Lien Debtholders.

Compromises and Collection of Collateral. Each Grantor and the Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Accounts, that certain of the Accounts may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Account may exceed the amount that reasonably may be expected to be recovered with respect to an Account. In view of the foregoing, each Grantor agrees that the Collateral Agent may at any time and from time to time if an Event of Default has occurred and is continuing, continuing (provided that but if such Account constitutes Intercreditor Collateral Collateral, only so long as no ABL Liens are outstanding in on such Collateral), ) compromise with the obligor on any Account, accept in full payment of any Account such amount as the Collateral Agent in its sole discretion shall determine or abandon any Account, and any such action by the Collateral Agent shall be commercially reasonable so long as the 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. Each Grantor The Issuer and the Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the AccountsReceivables, that certain of the Accounts Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Account Receivable may exceed the amount that reasonably may be expected to be recovered with respect to an Accounta Receivable. In view of the foregoing, each Grantor the Issuer agrees that the Collateral Agent may at any time and from time to time time, if an Event of Default has occurred and is continuing, (provided that if such Account constitutes Intercreditor Collateral only so long as no ABL Liens are outstanding in on such Collateral), compromise with the obligor on any AccountReceivable, accept in full payment of any Account Receivable such amount as the Collateral Agent in its sole discretion (or upon receipt of an Act of Parity Lien Debtholders) shall determine or abandon any AccountReceivable, and any such action by the Collateral Agent shall be commercially reasonable so long as the Collateral Agent acts in good faith based on information known to it at the time it takes any such actionaction or acts as instructed by an Act of Parity Lien Debtholders.

Compromises and Collection of Collateral. Each Grantor and the Notes Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the AccountsReceivables, that certain of the Accounts Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Account Receivable may exceed the amount that reasonably may be expected to be recovered with respect to an Accounta Receivable. In view of the foregoing, each Grantor agrees that that, subject to the Intercreditor Agreement, the Notes Collateral Agent may at any time and from time to time time, if an Event of Default has occurred and is continuing, (provided that if such Account constitutes Intercreditor Collateral only so long as no ABL Liens are outstanding in on such Collateral), compromise with the obligor on any AccountReceivable, accept in full payment of any Account Receivable such amount as the Notes Collateral Agent in its sole discretion shall determine or abandon any AccountReceivable, and any such action by the Notes Collateral Agent shall be commercially reasonable so long as the Notes 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. Each Grantor The Grantors and the Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the AccountsReceivables, that certain of the Accounts Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Account Receivable may exceed the amount that reasonably may be expected to be recovered with respect to an Accounta Receivable. In view of the foregoing, each Grantor agrees that the Collateral Agent may at any time and from time to time time, if an Event of Default has occurred and is continuing, (provided that if such Account constitutes Intercreditor Collateral only so long as no following the ABL Liens are outstanding in on such Collateral)Obligations Payment Date, compromise with the obligor on any AccountReceivable, accept in full payment of any Account Receivable such amount as the Collateral Agent in its sole discretion shall determine or abandon any AccountReceivable, and any such action by the Collateral Agent shall be commercially reasonable so long as the 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. Each Grantor and the Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the AccountsReceivables, that certain of the Accounts Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Account Receivable may exceed the amount that reasonably may be expected to be recovered with respect to an Accounta Receivable. In view of the foregoing, each Grantor agrees that the Collateral Agent may at any time and from time to time time, if an Event of Default has occurred and is continuing, (provided that if such Account constitutes Intercreditor continuing and the Collateral only so long as no ABL Liens are outstanding in on such Collateral)Agent has elected to exercise its remedies under this Security Agreement, compromise with the obligor on any AccountReceivable, accept in full payment of any Account Receivable such amount as the Collateral Agent in its sole discretion shall determine or abandon any AccountReceivable, and any such action by the Collateral Agent shall be commercially reasonable so long as the 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. Each Grantor Issuer and the Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the AccountsReceivables, that certain of the Accounts Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Account Receivable may exceed the amount that reasonably may be expected to be recovered with respect to an Accounta Receivable. In view of the foregoing, each Grantor Issuer agrees that the Collateral Agent may at any time and from time to time time, if an Event of Default has occurred and is continuing, (provided that if such Account constitutes Intercreditor Collateral only so long as no ABL Liens are outstanding in on such Collateral), compromise with the obligor on any AccountReceivable, accept in full payment of any Account Receivable such amount as the Collateral Agent in its sole discretion (or upon receipt of an Act of Parity Lien Debtholders) shall determine or abandon any AccountReceivable, and any such action by the Collateral Agent shall be commercially reasonable so long as the Collateral Agent acts in good faith based on information known to it at the time it takes any such actionaction or acts as instructed by an Act of Parity Lien Debtholders.

Compromises and Collection of Collateral. Each Grantor The Grantors and the Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the AccountsReceivables, that certain of the Accounts Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Account Receivable may exceed the amount that reasonably may be expected to be recovered with respect to an Accounta Receivable. In view of the foregoing, each Grantor agrees that the Collateral Agent may at any time and from time to time time, if an Event of Default has occurred and is continuing, (provided that if such Account constitutes Intercreditor Collateral only so long as no ABL Liens are outstanding in on such Collateral), compromise with the obligor on any AccountReceivable, accept in full payment of any Account Receivable such amount as the Collateral Agent may, acting at the written direction of the Holders of a majority in its sole discretion shall aggregate principal amount of the Notes then outstanding, determine or abandon any AccountReceivable, and any such action by the Collateral Agent shall be commercially reasonable so long as the 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. Each Grantor and the Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Accounts, that certain of the Accounts may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Account may exceed the amount that reasonably may be expected to be recovered with respect to an Account. In view of the foregoing, each Grantor agrees that the Collateral Agent may at any time and from time to time if an Event of Default has occurred and is continuing, (provided that if such Account constitutes Intercreditor ABL First Lien Collateral only so long as no ABL Senior Liens are outstanding in on such Collateral), compromise with the obligor on any Account, accept in full payment of any Account such amount as the Collateral Agent in its sole discretion shall determine or abandon any Account, and any such action by the Collateral Agent shall be commercially reasonable so long as the Collateral Agent acts in good faith based on information known to it at the time it takes any such action.