Common use of Direction to Account Debtors; Contracting Parties; etc Clause in Contracts

Direction to Account Debtors; Contracting Parties; etc. Each Assignor agrees to cause all payments on account of the Accounts and Contracts constituting Collateral to be made to the Deposit Accounts of the applicable Assignor in accordance with the terms of Section 5.03 of the Credit Agreement, and upon the occurrence of an Event of Default, or at any other time as may be provided for under the Credit Agreement, (x) the Administrative Agent may, at its option, directly notify the obligors with respect to such Accounts and/or under such Contracts to make payments with respect thereto as provided in Section 5.03 of the Credit Agreement, and the (y) Administrative Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Administrative Agent may, in accordance with the terms of Section 5.03 of the Credit Agreement, apply any or all amounts then in, or thereafter deposited in, the applicable Deposit Accounts toward the payment of the Obligations in the manner provided in Section 5.03 of the Credit Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Administrative Agent, shall be borne by the relevant Assignor. The Administrative Agent shall deliver a copy of each notice referred to in the preceding clause (x) to the relevant Assignor, provided, that, (A) the failure by the Administrative Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Administrative Agent created by this Section, and no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Each Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default (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 Accounts and Contracts constituting Collateral to be made directly to the Deposit Accounts of the applicable Assignor in accordance with the terms of Section 5.03 of the Credit Agreement, and upon the occurrence of an Event of Default, or at any other time as may be provided for under the Credit AgreementCash Collateral Account, (xy) that the Administrative Collateral Agent may, at its option, directly notify the obligors with respect to such any Accounts and/or under such any Contracts to make payments with respect thereto as provided in Section 5.03 of the Credit Agreementpreceding clause (x), and (z) that the (y) Administrative Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without Subject to the Intercreditor Agreement, without notice to or assent by any Assignor, the Administrative Collateral Agent may, in accordance with upon the terms occurrence and during the continuance of Section 5.03 an Event of the Credit AgreementDefault, apply any or all amounts then in, or thereafter deposited in, the applicable Deposit Accounts Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.03 5.4 of the Credit this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by an Assignor or the Administrative Collateral Agent, shall be borne by the relevant Assignor. The Administrative Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (xy) to the relevant Assignor, provided, that, provided that (Ax) the failure by the Administrative Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Administrative Collateral Agent created by this Section, 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.

Direction to Account Debtors; Contracting Parties; etc. Each Assignor Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs any Grantor, such Grantor agrees (i) to cause all payments on account of the Accounts and Contracts constituting Collateral to be made directly to a cash account held by the Deposit Accounts of Collateral Agent (the applicable Assignor in accordance with the terms of Section 5.03 of the Credit Agreement, and upon the occurrence of an Event of Default, or at any other time as may be provided for under the Credit Agreement“Cash Collateral Account”), (xii) that the Administrative Collateral Agent may, at its option, may directly notify the obligors with respect to such any Accounts and/or under such any Contracts to make payments with respect thereto as provided in Section 5.03 of the Credit Agreementpreceding clause (i), and (iii) that the (y) Administrative Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such AssignorGrantor. Without notice to or assent by any AssignorGrantor, the Administrative Collateral Agent may, in accordance with upon the terms occurrence and during the continuance of Section 5.03 an Event of the Credit AgreementDefault, apply any or all amounts then in, or thereafter deposited in, the applicable Deposit Accounts Cash Collateral Account toward the payment of the Indenture Obligations in the manner provided in Section 5.03 4.01 of the Credit Indenture and Section 4.1 of the Intercreditor Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor a Grantor or the Administrative Collateral Agent, shall be borne by the relevant AssignorGrantor. The Administrative Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (xii) to the relevant Assignor, Grantor; provided, that, that (Ax) the failure by the Administrative Collateral Agent to so notify such Assignor Grantor shall not affect the effectiveness of such notice or the other rights of the Administrative Collateral Agent created by this Section, Section 4 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 6.01(9) of the Credit Agreement Indenture has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Each Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs, subject to the provisions of the Intercreditor Agreement, any Assignor, such Assignor agrees (x) to cause all payments on account of the Included Accounts and Included Contracts constituting Collateral to be made directly to the Deposit Accounts of the applicable Assignor in accordance with the terms of Section 5.03 of the Credit Agreement, and upon the occurrence of an Event of Default, or at any other time as may be provided for under the Credit AgreementCash Collateral Account, (xy) that the Administrative Collateral Agent may, at its option, directly notify the obligors with respect to such any Included Accounts and/or under such any Included Contracts to make payments with respect thereto as provided in Section 5.03 of the Credit Agreementpreceding clause (x), and (z) that the (y) Administrative Collateral Agent may enforce collection of any such 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 Administrative Collateral Agent may, in accordance with upon the terms occurrence and during the continuance of Section 5.03 an Event of Default, subject to the provisions of the Credit Intercreditor Agreement, apply any or all amounts then in, or thereafter deposited in, the applicable Deposit Accounts Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.03 7.4 of the Credit this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Administrative Collateral Agent, shall be borne by the relevant Assignor. The Administrative Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (xy) to the relevant Assignor, provided, that, provided that (Ax) the failure by the Administrative Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Administrative Collateral Agent created by this Section, 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.

Direction to Account Debtors; Contracting Parties; etc. Each Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts constituting Collateral to be made directly to the Deposit Accounts of the applicable Assignor in accordance with the terms of Section 5.03 of the Credit Agreement, and upon the occurrence of an Event of Default, or at any other time as may be provided for under the Credit AgreementCash Collateral Account, (xy) that the Administrative Collateral Agent may, at its option, directly notify the obligors with respect to such any Accounts and/or under such any Contracts to make payments with respect thereto as provided in Section 5.03 of the Credit Agreementpreceding clause (x), and (z) that the (y) Administrative Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Administrative Collateral Agent may, in accordance with upon the terms occurrence and during the continuance of Section 5.03 an Event of the Credit AgreementDefault, apply any or all amounts then in, or thereafter deposited in, the applicable Deposit Accounts Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.03 7.4 of the Credit this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Administrative Collateral Agent, shall be borne by the relevant Assignor. The Administrative Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (xy) to the relevant Assignor, provided, that, provided that (Ax) the failure by the Administrative Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Administrative Collateral Agent created by this Section, Section 3.2 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.

Direction to Account Debtors; Contracting Parties; etc. Each Upon the occurrence and during the continuance of an Event of Default following written notice to such Assignor, if the Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts constituting Collateral to be made directly to the Deposit Accounts of the applicable Assignor in accordance with the terms of Section 5.03 of the Credit Agreement, and upon the occurrence of an Event of Default, or at any other time as may be provided for under the Credit AgreementCash Collateral Account, (xy) that the Administrative Collateral Agent may, at its option, directly notify the obligors with respect to such any Accounts and/or under such any Contracts to make payments with respect thereto as provided in Section 5.03 of the Credit Agreementpreceding clause (x), and (z) that the (y) Administrative Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Administrative Collateral Agent may, in accordance with upon the terms occurrence and during the continuance of Section 5.03 an Event of the Credit AgreementDefault, apply any or all amounts then in, or thereafter deposited in, the applicable Deposit Accounts Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.03 7.4 of the Credit this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Administrative Collateral Agent, shall be borne by the relevant Assignor. The Administrative Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (xy) to the relevant Assignor, provided, that, provided that (Ax) the failure by the Administrative Collateral Agent to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Administrative Collateral Agent created by this Section, Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 10.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Each Upon the occurrence and during the continuance of an Event of Default, if the PBGC so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Accounts and Contracts constituting Collateral to be made directly to the Deposit Accounts of the applicable Assignor in accordance with the terms of Section 5.03 of the Credit Agreement, and upon the occurrence of an Event of Default, or at any other time as may be provided for under the Credit AgreementCash Collateral Account, (xy) that the Administrative Agent PBGC may, at its option, directly notify the obligors with respect to such any Accounts and/or under such any Contracts to make payments with respect thereto as provided in Section 5.03 of the Credit Agreementpreceding clause (x), and (z) that the (y) Administrative Agent PBGC may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Assignor. Without notice to or assent by any Assignor, the Administrative Agent PBGC may, in accordance with upon the terms occurrence and during the continuance of Section 5.03 an Event of the Credit AgreementDefault, apply any or all amounts then in, or thereafter deposited in, the applicable Deposit Accounts Cash Collateral Account toward the payment of the PBGC Obligations in the manner provided in Section 5.03 7.4 of the Credit this Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or the Administrative AgentPBGC, shall be borne by the relevant Assignor. The Administrative Agent PBGC shall deliver a copy of each notice referred to in the preceding clause (xy) to the relevant Assignor, provided, that, (A) provided that the failure by the Administrative Agent PBGC to so notify such Assignor shall not affect the effectiveness of such notice or the other rights of the Administrative Agent PBGC created by this Section, and no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing3.3.