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.
Appears in 3 contracts
Samples: Security Agreement (Infousa Inc), Security Agreement (Infousa Inc), Security Agreement (Infousa Inc)
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 Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.05 of the Credit Agreement has occurred and is continuing.
Appears in 3 contracts
Samples: Security Agreement (Duratek Inc), Security Agreement (RCN Corp /De/), Security Agreement (Town Sports International Holdings Inc)
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 (acting on the instructions of the requisite percentage of Holders in accordance with the Indenture) any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its optionbut has no obligation to, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' ’ fees) of collection), whether incurred by an Assignor or the Collateral Agent, shall be borne solely 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, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing.
Appears in 3 contracts
Samples: Security Agreement (CURO Group Holdings Corp.), Security Agreement (CURO Group Holdings Corp.), Security Agreement
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of DefaultDefault (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs any Assignor, such Assignor agrees (xA) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (yB) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xA), and (zC) that the Collateral Agent may enforce collection of any such Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 5.6 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket 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 given to any such obligors referred to in the preceding clause (yB) to the relevant Assignor, provided, provided that (x) 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 3.33.3 and (y) 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.
Appears in 3 contracts
Samples: Canadian Security Agreement (Ciena Corp), Canadian Security Agreement (Ciena Corp), Security Agreement (Ciena Corp)
Direction to Account Debtors; Contracting Parties; etc. Upon Subject to any Applicable Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Defaulta Dominion Period, if the Collateral Agent so directs any AssignorGrantor, such Assignor Grantor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 AssignorGrantor. Without Subject to any Applicable Intercreditor Agreement, without notice to or assent by any AssignorGrantor, 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys' ’ fees) of collection), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant AssignorGrantor, provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing.
Appears in 3 contracts
Samples: Abl Credit Agreement (Ciena Corp), u.s. Security Agreement (Ciena Corp), Abl Credit Agreement
Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of DefaultDefault (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs any AssignorGrantor, such Assignor Grantor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 AssignorGrantor. Without Subject to the Intercreditor Agreement, without notice to or assent by any AssignorGrantor, 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys' ’ fees) of collection), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant AssignorGrantor, provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing.
Appears in 3 contracts
Samples: Security Agreement and Pledge Agreement (Ciena Corp), Credit Agreement (Ciena Corp), Term Loan Security Agreement (Ciena Corp)
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 AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more Cash Collateral Accounts (as a cash account held by the Collateral Agent shall so direct(the “Cash Collateral Account”), (yii) that that, upon concurrent notice to such Grantor, the Collateral Agent may, at its option, may directly notify the obligors with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Receivables Accounts and Contracts and may may, in consultation with such Grantor, adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor. Without notice to or assent by any AssignorGrantor, the Collateral Agent maymay (at the direction of the holders of the Notes), 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 Account toward the payment of the Indenture Obligations in the manner provided in Section 7.4 4.01 of this Agreementthe Indenture. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys' ’ fees) of collection), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (yii) to the relevant Assignor, Grantor; provided, that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.34 and (y) no such notice shall be required if an Event of Default of the type described in Sections 6.01(7) or (8) of the Indenture has occurred and is continuing.
Appears in 3 contracts
Samples: Pledge and Security Agreement (Nektar Therapeutics), Pledge and Security Agreement (Nektar Therapeutics), Pledge and Security Agreement (Nektar Therapeutics)
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any AssignorGrantor, such Assignor Grantor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of others with respect to any Receivables 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 Receivables 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 AssignorGrantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) 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. Without notice to or assent by any AssignorGrantor, 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' ’ fees) of collection), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorGrantor, provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.3 and (y) 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.
Appears in 2 contracts
Samples: Credit Agreement (Bway Parent Company, Inc.), Security Agreement (BWAY Holding CO)
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 directs, subject to the provisions of the Intercreditor Agreement, any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables Included Accounts and Included Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables Included Accounts and/or under any Included 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 Included Accounts and Included 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, subject to the provisions of the Intercreditor Agreement, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts which application shall be effected Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.05 of the Credit Agreement has occurred and is continuing.
Appears in 2 contracts
Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
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 Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.3subsection 3.3 and (y) no such notice shall be required if an Event of Default of the type described in subsections 8.6 and 8.7 of the Credit Agreement has occurred and is continuing.
Appears in 2 contracts
Samples: Security Agreement (Dominos Inc), Security Agreement (Dominos Inc)
Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the ABL/Term Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of others with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Receivables 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 AssignorGrantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.01(e) of the Credit Agreement has occurred and is continuing. Without Subject to the terms of the ABL/Term Intercreditor Agreement, without notice to or assent by any AssignorGrantor, 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 6.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' ’ fees) of collection), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorGrantor, provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.01(e) of the Credit Agreement has occurred and is continuing.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Performance Sports Group Ltd.), Abl Credit Agreement (Performance Sports Group Ltd.)
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, after giving notice to the Obligor of its intent to do so, if the Collateral Agent so directs any Assignorthe Obligor, such Assignor the Obligor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of others with respect to any Receivables 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 Receivables Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as the Obligor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such Assignornotice to the Obligor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 5.2 and (y) 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. Without notice to or assent by any Assignorthe Obligor, 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 10.10 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' legal fees) of collection), whether incurred by an Assignor the Obligor or the Collateral Agent, shall be borne by the relevant AssignorObligor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorObligor, provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor the Obligor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.35.2 and (y) 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.
Appears in 2 contracts
Samples: Credit Agreement (Bway Parent Company, Inc.), Security Agreement (BWAY Holding CO)
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 the Cash Collateral Accounts (as the Collateral Agent shall so direct)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, 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.05 of the Credit Agreement has occurred and is continuing.
Appears in 2 contracts
Samples: Credit Agreement (Extended Stay America Inc), Security Agreement (VHS of Phoenix Inc)
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 one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)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, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts 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 an 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.
Appears in 2 contracts
Samples: Security Agreement (Kilovac International Inc), Security Agreement (Kilovac International Inc)
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and subject to the provisions of the applicable Intercreditor Agreements, if the Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the applicable Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 Collateral Agent may, upon the occurrence and during the continuance of an Event of DefaultDefault and subject to the applicable Intercreditor Agreements, apply any or all amounts then in, or thereafter deposited in, the applicable Cash Collateral Accounts which application shall be effected Account toward the payment of the Obligations in the manner provided in Section 7.4 9.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.34.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Loan Agreement has occurred and is continuing.
Appears in 2 contracts
Samples: Second Lien Guarantee and Collateral Agreement, Second Lien Guarantee and Collateral Agreement (Lee Enterprises, Inc)
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 one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)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, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts 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 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, providedPROVIDED, 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.
Appears in 2 contracts
Samples: Security Agreement (Information Holdings Inc), Security Agreement (Power Ten)
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 Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 Collateral Agent may, upon Upon the occurrence and during the continuance of an Event of Default, 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 Accounts Account which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 9.05 of the Credit Agreement has occurred and is continuing.
Appears in 2 contracts
Samples: Credit Agreement (Silgan Holdings Inc), Credit Agreement (Silgan Holdings Inc)
Direction to Account Debtors; Contracting Parties; etc. Upon Subject to any Applicable Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Defaulta Dominion Period, if the Collateral Agent so directs any AssignorGrantor, such Assignor Grantor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 AssignorGrantor. Without Subject to any Applicable Intercreditor Agreement, without notice to or assent by any AssignorGrantor, 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys' out-of-pocket legal fees) of collection), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant AssignorGrantor, provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing.
Appears in 2 contracts
Samples: Canadian Security Agreement (Ciena Corp), Abl Credit Agreement
Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the ABL/Term Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of others with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Receivables 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 AssignorGrantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.01(e) of the Credit Agreement has occurred and is continuing. Without Subject to the terms of the ABL/Term Intercreditor Agreement, without notice to or assent by any AssignorGrantor, 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 6.5 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' legal fees) of collection), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorGrantor, provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.01(e) of the Credit Agreement has occurred and is continuing.
Appears in 2 contracts
Samples: Abl Credit Agreement (Performance Sports Group Ltd.), Term Loan Credit Agreement (Performance Sports Group Ltd.)
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 Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 Collateral Agent may, upon Upon the occurrence and during the continuance of an Event of Default, 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 Accounts Account which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 9.05 of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Security Agreement (Infousa Inc)
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of DefaultDefault (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable and invoiced out-of-pocket costs and expenses of collection (including reasonable and invoiced out-of-pocket attorneys' ’ fees) of collection), whether incurred by an Assignor or the Collateral Agent, shall be borne by the relevant Assignor. The Collateral Agent shall promptly deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Assignor, provided, provided that (x) 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 3.33.3 and (y) 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.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the Securitization Intercreditor Agreement, upon the occurrence and during the continuance of an a Designated Event of Default, if the Collateral Agent so directs any Assignorthe Debtor, such Assignor the Debtor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts constituting, arising out of, or relating to, the Collateral to be made directly to one or more Cash a Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables such Accounts and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and x),and (z) that the Collateral Agent may enforce collection of any such Receivables 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 Assignorthe Debtor. Without notice to or assent by any Assignorthe Debtor, the Collateral Agent may, upon the occurrence and during the continuance of an a Designated Event of Default, apply any or all amounts then in, or thereafter deposited in, a Collateral Account toward the Cash Collateral Accounts which application shall be effected payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' ’ fees) of collection), whether incurred by an Assignor the Debtor or the Collateral Agent, shall be borne by the relevant AssignorDebtor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorDebtor, provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor the Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.1 and (y) no such notice shall be required if an Event of Default of the type described in Section 13.1(h) of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after giving three Business Days’ notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of the applicable Grantor with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Receivables 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 AssignorGrantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) 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. Without notice to or assent by any AssignorGrantor, the Collateral Agent maymay (subject to the Intercreditor Agreement), 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 Account toward the payment of the Obligations 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 AssignorGrantor, provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.3 and (y) 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.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any AssignorGrantor, such Assignor Grantor agrees (xi) 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)[reserved], (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of others with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Receivables 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 Grantor; provided that, (x) any failure by any Assignor, the Collateral Agent may, upon to give or any delay in giving such notice to the occurrence relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and during the continuance of (y) no such notice shall be required if an Event of Default, apply any or all amounts then in, or thereafter deposited in, Default of the Cash Collateral Accounts which application shall be effected in the manner provided type described in Section 7.4 11.05 of this Agreementthe Credit Agreement has occurred and is continuing. The reasonable costs and expenses of collection (including reasonable attorneys' ’ fees) of collection), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorGrantor, provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.3 and (y) 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.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the ABL Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Receivables Accounts (including Proceeds of Pledged Collateral) and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of the applicable Grantor with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Receivables 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 AssignorGrantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) 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. Without notice to or assent by any AssignorGrantor, the Collateral Agent maymay (subject to the ABL Intercreditor Agreement), 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 Account toward the payment of the Obligations 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 AssignorGrantor, provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.3 and (y) 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.
Appears in 1 contract
Samples: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an a Designated Event of Default, if the Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts constituting, arising out of, or relating to, the Collateral to be made directly to one or more Cash Collateral Accounts (as the Collateral Agent shall so direct)Concentration Accounts, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables such Accounts 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 Receivables 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 Collateral Agent may, upon the occurrence and during the continuance of an a Designated Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Concentration Accounts which application shall be effected toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.33.1 and (y) no such notice shall be required if an Event of Default of the type described in Section 13.1(h) of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
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 Accounts and Contracts constituting Collateral to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables such Accounts 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 Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.33.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.05 of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
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 instruct all obligors with respect to the Accounts and Contracts to make all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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 Administrative Borrower for the relevant Assignor, provided, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 12.05 of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
Samples: Security Agreement (STG Group, Inc.)
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 AssignorGrantor in writing, such Assignor Grantor agrees (xa) to cause all payments on account of the Receivables Accounts, General Intangibles, Negotiable Collateral and Contracts to be made directly to one or more Cash Collateral Accounts (as an account specified by the Collateral Agent shall so direct), and (yb) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables Accounts, General Intangibles, Negotiable Collateral and/or under any Contracts (i) that such Accounts, General Intangibles, Negotiable Collateral and/or Contracts have been assigned to the Collateral Agent (or its designee) for the benefit of the Secured Creditors, (ii) to make payments with respect thereto as provided in the preceding clause (xa), and (ziii) that the Collateral Agent may enforce collection of any such Receivables Accounts, General Intangibles, Negotiable Collateral and Contracts and (iv) the Collateral Agent 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 AgreementGrantor. The reasonable costs and expenses of collection (including reasonable attorneys' ’ fees) of collection), whether incurred by an Assignor Grantor or the Collateral Agent, shall be borne by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant Assignor, provided, Grantor; provided that (i) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.6 and (ii) no such notice shall be required if an Event of Default of the type described in Section 10.01(a), (f) and (g) of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an a Noticed Event of Default, if the Collateral Agent so directs directs, subject to the provisions of the Intercreditor Agreement, any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 Collateral Agent may, upon the occurrence and during the continuance of an a Noticed Event of Default, subject to the provisions of the Intercreditor Agreement, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts which application shall be effected Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.33.3 and (y) 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.
Appears in 1 contract
Samples: u.s. Security Agreement (Aleris International, Inc.)
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 one or more Cash the Collateral Accounts (Agent 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 while any such Event of DefaultDefault is continuing, apply any or all amounts then incollected pursuant to this Section 3.3 to satisfy the Obligations, or thereafter deposited in, the Cash Collateral Accounts which application shall be effected in the manner provided in Section 7.4 5.4 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; provided further, that the Collateral Agent will promptly rescind any notice theretofore given under this Section 3.3 after all Events of Defaults have been cured or waived.
Appears in 1 contract
Samples: Credit Agreement (Eldertrust)
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an a Designated Event of Default, if the Collateral Agent so directs any the Assignor, such the Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts constituting, arising out of, or relating to, the Collateral to be made directly to one or more Cash Collateral Accounts (as the Collateral Agent shall so direct)Collection Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables such Accounts 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 Receivables 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 the Assignor. Without notice to or assent by any the Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an a Designated Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts which application shall be effected Collection Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' fees) of collection), whether incurred by an the 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, provided that (x) the failure by the Collateral Agent to so notify such the Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.1 and (y) no such notice shall be required if an Event of Default of the type described in Section 13.1(h) of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
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 Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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, ; provided that (x) 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 3.33.3 and (y) 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.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the Intercreditor Agreement, uponUpon the occurrence and during the continuance of an Event of DefaultDefault (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs any AssignorGrantor, such Assignor Grantor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 AssignorGrantor. Without Subject to the Intercreditor Agreement, withoutWithout notice to or assent by any AssignorGrantor, 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys' ’ fees) of collection), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant AssignorGrantor, provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Second-Lien Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Second-Lien Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Second-Lien Collateral Agent may enforce collection of any such Receivables 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 Second-Lien 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' fees) of collection), whether incurred by an Assignor or the Second-Lien Collateral Agent, shall be borne by the relevant Assignor. The Second-Lien Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided, provided that (x) the failure by the Second-Lien Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Second-Lien Collateral Agent created by this Section 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.1(g) of the Second-Lien Note Indenture has occurred and is continuing.
Appears in 1 contract
Samples: Security Agreement (RCN Corp /De/)
Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the Securitization Intercreditor Agreement, upon the occurrence and during the continuance of an a Designated Event of Default, if the Collateral Agent so directs any Assignorthe Debtor, such Assignor the Debtor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts constituting, arising out of, or relating to, the Collateral to be made directly to one or more Cash a Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables such Accounts 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 Receivables 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 Assignorthe Debtor. Without notice to or assent by any Assignorthe Debtor, the Collateral Agent may, upon the occurrence and during the continuance of an a Designated Event of Default, apply any or all amounts then in, or thereafter deposited in, a Collateral Account toward the Cash Collateral Accounts which application shall be effected payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' ’ fees) of collection), whether incurred by an Assignor the Debtor or the Collateral Agent, shall be borne by the relevant AssignorDebtor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorDebtor, provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor the Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.1 and (y) no such notice shall be required if an Event of Default of the type described in Section 13.1(h) of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
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 one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)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, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts Account which application shall be effected in the manner provided in Section 7.4 of this Agreement; provided however, that at such time as no Default or Event of Default shall be continuing, all funds in the Cash Collateral Account shall be disbursed to the respective Assignor. 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, 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.
Appears in 1 contract
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 Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 6.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.33.3 and (y) 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.
Appears in 1 contract
Samples: Security Agreement (Global Cash Access Holdings, Inc.)
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 (xa) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (yb) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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 (yb) to the relevant Assignor, provided, provided that (x) 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 3.33.3 and (y) 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.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent (acting at the written request of the Requisite Noteholders under the Indenture) so directs any AssignorGrantor, such Assignor Grantor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 AssignorGrantor. Without notice to or assent by any AssignorGrantor, 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 Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 8.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' fees) of collection’ fees and expenses), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided, Grantor; provided that the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3.
Appears in 1 contract
Samples: Pledge and Security Agreement (Affinity Guest Services, LLC)
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 Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' ’ fees) of collection), whether incurred by an Assignor or the Collateral Agent, shall be borne solely 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, provided that (x) 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 3.33.3 and (y) 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.
Appears in 1 contract
Samples: Short Term Credit Agreement (CURO Group Holdings Corp.)
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 Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.33.3 and (y) 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.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an a Noticed Event of Default, if the Collateral Agent so directs directs, subject to the provisions of the Intercreditor Agreement, any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 Collateral Agent may, upon the occurrence and during the continuance of an a Noticed Event of Default, subject to the provisions of the Intercreditor Agreement, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts which application shall be effected Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 9.05 of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
Samples: u.s. Security Agreement (Aleris International, Inc.)
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 Management Agreement Receivables and Contracts Pledged Management Agreements to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Management Agreement Receivables and/or under any Contracts Pledged Management Agreements 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 Management Agreement Receivables and Contracts Pledged Management Agreements 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, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts Account which application shall be effected in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable costs and expenses (including reasonable attorneys' fees) of collection, whether incurred by an the 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.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of DefaultDefault (or if any rights of set-off (other than set-offs against an Account arising under the Contract giving rise to the same Account) or contra accounts may be asserted with respect to the following)), if the Collateral Administrative Agent so directs any AssignorGrantor, such Assignor Grantor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Administrative Agent may, at its optionoption and without prior notice to such Grantor, directly notify the obligors with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Administrative Agent may enforce collection of any such Receivables 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 AssignorGrantor. Without notice to or assent by any AssignorGrantor, the Collateral Administrative 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 Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement5.4. The reasonable costs and expenses of collection (including reasonable attorneys' fees) of collection’ fees actually incurred), whether incurred by an Assignor a Grantor or the Collateral Administrative Agent, shall be borne by Holdings, the relevant AssignorBorrowers and the other Loan Parties. The Collateral Administrative Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorGrantor, provided, provided that (x) the failure by the Collateral Administrative Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Administrative Agent created by this Section 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Article VII(g) or (h) of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
Samples: Credit Agreement (Centerplate, Inc.)
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 the Assignor, such the Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 the Assignor. Without notice to or assent by any the 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' fees) of collection), whether incurred by an the 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, provided that (x) the failure by the Collateral Agent to so notify such the Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.05 of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
Samples: Security Agreement (Town Sports International Holdings Inc)
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and subject to the provisions of the applicable Intercreditor Agreements, if the Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 Collateral Agent may, upon the occurrence and during the continuance of an Event of DefaultDefault and subject to the applicable Intercreditor Agreements, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts which application shall be effected Account toward the payment of the Obligations in the manner provided in Section 7.4 9.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.34.3 and (y) 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.
Appears in 1 contract
Samples: First Lien Guarantee and Collateral Agreement (Lee Enterprises, Inc)
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 Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, but has no obligation to, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Obligations under the Notes Documents in the manner provided in Section 7.4 7.5 of this Agreement. The reasonable costs and expenses of collection (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 that, (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Sections 6.01(9) or (10) of the Indenture has occurred and is continuing. *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Appears in 1 contract
Samples: Security Agreement (Green Field Energy Services, Inc.)
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 Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 8.4 of this Agreement. The reasonable costs and expenses of collection (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 AssignorAssignor prior to, providedor simultaneous with, delivery to the relevant obligor, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.05 of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
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, if permitted by applicable law, such Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.05 of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Third-Lien Collateral Agent so directs any the Assignor, such the Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Third-Lien Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Third-Lien Collateral Agent may enforce collection of any such Receivables 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 the Assignor. Without notice to or assent by any the Assignor, the Third-Lien 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' fees) of collection), whether incurred by an Assignor or the Third-Lien Collateral Agent, shall be borne by the relevant Assignor. The Third-Lien Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided, provided that (x) the failure by the Third-Lien Collateral Agent to so notify such the Assignor shall not affect the effectiveness of such notice or the other rights of the Third-Lien Collateral Agent created by this Section 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(g) of the Third-Lien Credit Agreement has occurred and is continuing.
Appears in 1 contract
Samples: Security Agreement (RCN Corp /De/)
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 (xa) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (yb) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Receivables 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 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 Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 7.04 of this Agreement. The reasonable costs and expenses of collection (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 (yb) to the relevant Assignor, provided, provided that (x) 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 3.33.03 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(e) of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
Samples: Credit Agreement (Walter Investment Management Corp)
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an a Designated Event of Default, if the Collateral Agent so directs any Assignorthe Debtor, such Assignor the Debtor agrees (xa) to cause all payments on account of the Receivables Accounts and Contracts constituting, arising out of, or relating to, the Collateral to be made directly to one or more Cash a Collateral Accounts (as the Collateral Agent shall so direct)Account, (yb) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables such Accounts and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Receivables 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 Assignorthe Debtor. Without notice to or assent by any Assignorthe Debtor, the Collateral Agent may, upon the occurrence and during the continuance of an a Designated Event of Default, apply any or all amounts then in, or thereafter deposited in, a Collateral Account toward the Cash Collateral Accounts which application shall be effected payment of the Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' ’ fees) of collection), whether incurred by an Assignor the Debtor or the Collateral Agent, shall be borne by the relevant AssignorDebtor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant AssignorDebtor, provided, provided that (i) the failure by the Collateral Agent to so notify such Assignor the Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.1 and (ii) no such notice shall be required if an Event of Default of the type described in Section 13.1(g) of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
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 Accounts and Contracts to be made directly to one or more Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.05 of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
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, if permitted by applicable law, such Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 10A.05 of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
Samples: Security Agreement (Central Texas Corridor Hospital Company, LLC)
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 Assignorthe Assignors, such Assignor agrees the Assignors agree (x) to cause all payments on account of the Receivables Accounts and Contracts constituting Collateral to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables Accounts constituting Collateral and/or under any Contracts constituting Collateral 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 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 Assignorthe Assignors. Without notice to or assent by any Assignorthe Assignors, 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' fees) of collection), whether incurred by an Assignor the Assignors or the Collateral Agent, shall be borne by the relevant AssignorAssignors. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorAssignors, provided, provided that the failure by the Collateral Agent to so notify such Assignor the Assignors shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3.
Appears in 1 contract
Samples: Security Agreement (Emagin Corp)
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an a Default under Section 10.01 or 10.05 of the Credit Agreement, any other payment default in respect of the Obligations, or any Event of Default under the Credit Agreement (with each such Default or Event of Default being herein called a "Specified 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 one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)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, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts 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 an 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.
Appears in 1 contract
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 instruct all obligors with respect to the Accounts and Contracts to make all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its optionbut has no obligation to, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable Any costs and expenses of collection (including reasonable attorneys' ’ fees) of collection, whether incurred by an Assignor or the Collateral Agent, shall be borne solely by such Assignor. Any reasonable and documented costs and expenses of collection (including reasonable and documented out-of-pocket attorneys’ fees) incurred by the Collateral Agent shall be borne solely 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, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 7.01(i) or (j) of the Indenture has occurred and is continuing.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent Assignee 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)Account, (y) that the Collateral Agent Assignee 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 Assignee 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 Assignee 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' fees) of collection), whether incurred by an Assignor or the Collateral AgentAssignee, shall be borne by the relevant Assignor. The Collateral Agent Assignee shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided, provided that (x) the failure by the Collateral Agent Assignee to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Assignee created by this Section 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.05 of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
Samples: Credit Agreement (Emcore Corp)
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 (xa) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (yb) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (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 (yb) to the relevant Assignor, provided, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement (or any equivalent provision of any Additional First Lien Document) has occurred and is continuing.
Appears in 1 contract
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 Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 [9.4] of this Agreement. The reasonable costs and expenses of collection (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, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.05 of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
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 instruct all obligors with respect to the Accounts and Contracts to make all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its optionbut has no obligation to, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Secured Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable Any costs and expenses of collection (including reasonable attorneys' ’ fees) of collection, whether incurred by an Assignor or the Collateral Agent, shall be borne solely by such Assignor. Any reasonable and documented costs and expenses of collection (including reasonable and documented out-of-pocket attorneys’ fees) incurred by the Collateral Agent shall be borne solely 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, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 6.01(f) of the Loan Agreement has occurred and is continuing.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the ABL Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any AssignorGrantor, such Assignor Grantor agrees (xi) 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)[reserved], (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of others with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Receivables 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 Grantor; provided that, (x) any failure by any Assignor, the Collateral Agent may, upon to give or any delay in giving such notice to the occurrence relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and during the continuance of (y) no such notice shall be required if an Event of Default, apply any or all amounts then in, or thereafter deposited in, Default of the Cash Collateral Accounts which application shall be effected in the manner provided type described in Section 7.4 11.05 of this Agreementthe Credit Agreement has occurred and is continuing. The reasonable costs and expenses of collection (including reasonable attorneys' ’ fees) of collection), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorGrantor, provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.3 and (y) 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.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of the Intercreditor Agreement, (a) upon the occurrence and during the continuance of an Event of Default, after giving notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any AssignorGrantor, and (b) as otherwise required pursuant to Section 9.17(c) of the Credit Agreement, such Assignor Grantor agrees (xi) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more Cash Collateral Accounts (as the Collateral Agent shall so direct)Dominion Account, (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of others with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Receivables 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 AssignorGrantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice (including pursuant to Section 9.17(c) of the Credit Agreement) to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) 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. Without notice to or assent by any AssignorGrantor, the Collateral Agent may, upon the occurrence and during the continuance of a Liquidity Period or an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts which application shall be effected Dominion Account toward the payment of the Obligations in the manner provided in Section 7.4 of this AgreementAgreement and/or Section 9.17 of the Credit Agreement (as applicable). The reasonable costs and expenses of collection (including reasonable attorneys' ’ fees) of collection), whether incurred by an Assignor a Grantor or the Collateral Agent, shall be borne by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorGrantor, provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.3 and (y) 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.
Appears in 1 contract
Samples: Abl Security Agreement (PAE Inc)
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Final Order and any other order of the Bankruptcy Court made in the U.S. Cases, if the Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 prior 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 Account toward the payment of the Obligations then due in the manner provided in Section 7.4 of this Agreement; provided that the Collateral Agent shall provide notice to the applicable Assignor promptly after the exercise any of the aforementioned authority (provided, that any failure to provide such notice shall not effect, void or otherwise invalidate any authority exercised or actions taken by the Collateral Agent pursuant to this Section 3.3). The reasonable costs and expenses of collection (including including, without limitation, reasonable attorneys' fees) of collection’ fees and disbursements), 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, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in clauses (h), (i) or (j) of Section 11 of the DIP Credit Agreement has occurred and is continuing.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the First-Lien Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the First-Lien Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the First-Lien Collateral Agent may enforce collection of any such Receivables 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 First-Lien 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including includ-ing reasonable attorneys' ’ fees) of collection), whether incurred by an Assignor or the First-Lien Collateral Agent, shall be borne by the relevant Assignor. The First-Lien Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided, provided that (x) the failure by the First-Lien Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the First-Lien Collateral Agent created by this Section 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.05 of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
Samples: Security Agreement (RCN Corp /De/)
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of DefaultDefault following written notice to the Obligor, if the Collateral Agent so directs any Assignorthe Obligor, such Assignor the Obligor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 Assignorthe Obligor. Without notice to or assent by any Assignorthe Obligor, 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 10.10 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' legal fees) of collection), whether incurred by an Assignor the Obligor or the Collateral Agent, shall be borne by the relevant AssignorObligor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant AssignorObligor, provided, provided that (x) the failure by the Collateral Agent to so notify such Assignor the Obligor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.35.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.05 of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
Samples: Security Agreement (Bway Corp)
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 the Cash Collateral Accounts (as the Collateral Agent shall so direct)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, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts 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 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, providedPROVIDED, 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.
Appears in 1 contract
Samples: Credit Agreement (Symons Corp)
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 one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)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, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts 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 an 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 3.33.
Appears in 1 contract
Samples: Security Agreement (Communications Instruments Inc)
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, if the First-Lien Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the First-Lien Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the First-Lien Collateral Agent may enforce collection of any such Receivables 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 First-Lien 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys' fees) of collection), whether incurred by an Assignor or the First-Lien Collateral Agent, shall be borne by the relevant Assignor. The First-Lien Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided, provided that (x) the failure by the First-Lien Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the First-Lien Collateral Agent created by this Section 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.05 of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
Samples: Security Agreement (RCN Corp /De/)
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 AssignorGrantor, to the extent permitted by applicable law, such Assignor Grantor agrees (xa) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (yb) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xa), and (zc) that the Collateral Agent may enforce collection of any such Receivables 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 AssignorGrantor. Without notice to or assent by any AssignorGrantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts Account which application shall be effected in the manner provided in Section 7.4 8.4 of this Agreement. The reasonable costs and ----------- expenses (including reasonable attorneys' fees) of collection, whether incurred by an Assignor any Grantor or the Collateral Agent, shall be borne by the relevant Assignorsuch Grantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant Assignor, Grantor; provided, that the failure by the Collateral Agent -------- to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3.4.3. -----------
Appears in 1 contract
Samples: Security Agreement (Nexstar Broadcasting of the Wichita Falls LLC)
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and subject to the provisions of the applicable Intercreditor Agreements, if the Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 Collateral Agent may, upon the occurrence and during the continuance of an Event of DefaultDefault and subject to the applicable Intercreditor Agreements, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts which application shall be effected Account toward the payment of the Obligations in the manner provided in Section 7.4 8.4 of this Agreement. The reasonable costs and expenses of collection (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 is hereby instructed to deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor, provided, provided that (x) 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 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 6.1(a)(vi) or (vii) of the Indenture has occurred and is continuing.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of DefaultDefault (but without limiting the provisions of the Credit Agreement), if the Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables Accounts and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables 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 Receivables 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 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket 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 given to any such obligors referred to in the preceding clause (y) to the relevant Assignor, provided, provided that (x) 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 3.33.3 and (y) 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.
Appears in 1 contract
Samples: Security Agreement (Ciena Corp)
Direction to Account Debtors; Contracting Parties; etc. Upon Subject to the terms of any applicable Pari Passu Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, after giving prior written notice to the relevant Grantor of its intent to do so, if the Collateral Agent so directs any AssignorGrantor, such Assignor Grantor agrees (xi) to cause all payments on account of the Receivables Accounts (including Proceeds of Pledged Collateral) and Contracts to be made directly to one or more the Cash Collateral Accounts (Account, or as otherwise directed by the Collateral Agent shall so direct)Agent, (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of the applicable Grantor with respect to any Receivables Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (ziii) that the Collateral Agent may enforce collection of any such Receivables 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 Grantor; provided that, (x) 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 give or any delay in giving such Assignor notice to the relevant Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.01(a) or Section 11.01(e) of the Credit Agreement has occurred and is continuing. The Collateral Agent shall concurrently deliver a copy of each notice to the relevant Grantor; provided that (x) 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 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.01(a) or Section 11.01(e) of the Credit Agreement has occurred and is continuing.
Appears in 1 contract
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, each Debtor agrees, if the Collateral Agent Lender so directs any Assignorsuch Debtor, such Assignor agrees (xa) to cause all payments on account of the Receivables and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (yb) that the Collateral Agent Lender 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 (xa), and (zc) that the Collateral Agent 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 AssignorDebtor. Without notice to or assent by any AssignorDebtor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, Lender may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts Account which application shall be effected in the manner provided in Section 7.4 5.4 of this Agreement. The reasonable costs and expenses (including reasonable attorneys' fees) of collection, whether incurred by an Assignor the relevant Debtor or the Collateral AgentLender, shall be borne by the relevant AssignorDebtor. The Collateral Agent Lender shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant Assignor, provided, Debtor; provided that the failure by the Collateral Agent Lender to so -------- notify such Assignor Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Lender created by this Section 3.3.
Appears in 1 contract
Samples: Security Agreement (NMT Medical Inc)
Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and during the continuance of an Event of Default, and if the Collateral Agent Purchaser so directs any Assignoreach Debtor if such Debtor does not have a Senior Lender, such Assignor each Debtor agrees (xa) to cause all payments on account of the Receivables and Contracts Accounts, Deposit Accounts or General Intangibles to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (yb) that the Collateral Agent Purchaser may, at its option, directly notify the obligors with respect to any Receivables and/or under any Contracts Accounts, Deposit Accounts or General Intangibles to make payments with respect thereto as provided in the preceding clause (x), a) and (zc) that the Collateral Agent Purchaser may enforce collection of any such Receivables and Contracts Accounts, Deposit Accounts or General Intangibles and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorDebtor. Without notice to or assent by any Assignoreach Debtor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, Purchaser may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts 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 an Assignor such Debtor or the Collateral AgentPurchaser, shall be borne by the relevant Assignorsuch Debtor. The Collateral Agent Purchaser shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant Assignor, such Debtor; provided, that the failure by the Collateral Agent Purchaser to so notify such Assignor Debtor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Purchaser created by this Section 3.3.
Appears in 1 contract
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 AssignorGrantor, such Assignor Grantor agrees (xa) to cause all payments on account of the Receivables and Contracts to be made directly to one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)Account, (yb) 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 (xa), and (zc) that the Collateral Agent may enforce collection of any such Receivables and Contracts and may reasonably adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor. Without prior notice to or assent by any AssignorGrantor, 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 Account toward the payment of the Obligations in the manner provided in Section 7.4 6.4 of this AgreementAgreement (provided the Collateral Agent shall provide the Borrower notice of any such application, including the date(s) and amount(s) thereof). The reasonable costs and expenses (including reasonable attorneys' ’ fees) of collection, whether incurred by an Assignor Grantor or the Collateral Agent, shall be borne by the relevant AssignorGrantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (yb) to the relevant AssignorGrantor, provided, provided that the failure by the Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3.
Appears in 1 contract
Samples: Credit Agreement (Welbilt, Inc.)
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 one or more the Cash Collateral Accounts (as the Collateral Agent shall so direct)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, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Accounts 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 an the 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.
Appears in 1 contract
