Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables and Contracts to be made directly to one or more Cash Collateral Accounts (as the Collateral Agent shall so direct), (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses (including reasonable attorneys' fees) of collection, whether incurred by an Assignor or the Collateral Agent, shall be borne by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided, that the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3.
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and if the Collateral Agent so directs any Assignor, each Assignor agrees (x) to cause all payments on account of the Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x) and (z) that the Collateral Agent may enforce collection of any such Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent that such Assignor might have done. Without notice to or assent by any Assignor, the Collateral Agent may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account in the manner provided in Section 7.4 of this Agreement. The costs and expenses (including reasonable attorneys' fees) of collection, whether incurred by any Assignor or the Collateral Agent, shall be borne by the relevant Assignor.
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and if the Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x) and (z) that the Collateral Agent may enforce collection of any such Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account which application shall be effected in the manner provided in Section 7.4 of this Agreement. The costs and expenses (including reasonable attorneys' fees) of collection, whether incurred by the relevant Assignor or the Collateral Agent, shall be borne by the relevant Assignor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor; provided, that the failure by the Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3.
Direction to Account Debtors; Contracting Parties; etc. Each Assignor agrees to cause all payments on account of the Accounts and Contracts constituting Collateral to be made to the Deposit Accounts of the applicable Assignor in accordance with the terms of Section 5.03 of the Credit Agreement, and upon the occurrence of an Event of Default, or at any other time as may be provided for under the Credit Agreement, (x) the Administrative Agent may, at its option, directly notify the obligors with respect to such Accounts and/or under such Contracts to make payments with respect thereto as provided in Section 5.03 of the Credit Agreement, and the (y) Administrative Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Administrative Agent may, in accordance with the terms of Section 5.03 of the Credit Agreement, apply any or all amounts then in, or thereafter deposited in, the applicable Deposit Accounts toward the payment of the Obligations in the manner provided in Section 5.03 of the Credit Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Administrative Agent, shall be borne by the relevant Assignor. The Administrative Agent shall deliver a copy of each notice referred to in the preceding clause (x) to the relevant Assignor, provided, that, (A) the failure by the Administrative Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Administrative Agent created by this Section, and no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing.
Direction to Account Debtors; Contracting Parties; etc. Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default after the Discharge of ABL Obligations, if the Collateral Agent so directs any Grantor in writing, such Grantor agrees (x) to cause all payments on account of its Accounts (other than Government Accounts), Instruments and Contracts constituting Collateral to be made directly to the Collateral Agent, (y) that the Collateral Agent may (or with respect to Instruments and Contracts constituting Fixed Asset Priority Collateral (as defined in the Intercreditor Agreement), may, at its option with three Business Days’ prior written notice to such Grantor (provided that no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing)) directly notify the obligors with respect to any such Accounts (other than Government Accounts) or Instruments and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z), that the Collateral Agent may enforce collection of any such Accounts (other than Government Accounts), Instruments and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts toward the payment of the Obligations in the manner provided in Section 6.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor in accordance with Section 7.1 hereof. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Grantor, provided that the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3.
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default and delivery of notice to the Borrower in accordance with Section 10 of the Credit Agreement to the extent such notice is required pursuant to Section 10 of the Credit Agreement, and if the Collateral Agent so directs each Pledgor, to the extent permitted by applicable law, each Pledgor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Pledgor. Without notice to or assent by any Pledgor, the Collateral Agent may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses (including reasonable attorneys' fees) of collection, whether incurred by any Pledgor or the Collateral Agent, shall be borne by the Pledgors.
Direction to Account Debtors; Contracting Parties; etc. Subject to the Subordination Agreement, upon the occurrence and during the continuance of an Event of Default, and if the Lender so directs the Debtor, the Debtor agrees (a) to cause all payments on account of the Receivables and Contracts to be made directly to the Cash Collateral Account, (b) that the Lender may, at their option, directly notify the obligors with respect to any Receivables and/or under any Contracts to make payments with respect thereto as provided in preceding clause (a) and (c) that the Lender may enforce collection of any such Receivables and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Debtor. Without notice to or assent by the Debtor, subject to the Subordination Agreement, the Lender may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses (including reasonable attorneys' fees) of collection, whether incurred by the Debtor or the Lender, shall be borne by the Debtor. The Lender shall deliver a copy of each notice referred to in the preceding clause (b) to the Debtor; provided, that the failure by the Lender to so notify the Debtor shall not affect the effectiveness of such notice or the other rights of the Lender created by this Section 3.3.
Direction to Account Debtors; Contracting Parties; etc. The Grantor agrees that the Administrative Agent may, upon reasonable notice to the Grantor of its failure to do so, directly notify the obligors with respect to any Receivables, General Intangibles and/or under any Assigned Agreements to make payments with respect thereto as provided in Sections 2.01(c) and 4.
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust,
Direction to Account Debtors; Contracting Parties; etc. Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, and if the Second-Lien Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Second-Lien Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables and/or under any Contracts to make payments with respect thereto as provided in preceding clause (x), and (z) that the Second-Lien Collateral Agent may enforce collection of any such Receivables or Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, without notice to or assent by any Assignor, the Second-Lien Collateral Agent may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account in the manner provided in Section 7.4 of this Agreement. The costs and expenses (including attorneys’ fees) of collection, whether incurred by any Assignor or the Second-Lien Collateral Agent, shall be borne by such Assignor.
