Common use of DIRECTION TO ACCOUNT DEBTORS; CONTRACTING PARTIES Clause in Contracts

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) that the Collateral Agent may, at its option, directly notify (and upon the request of the Collateral Agent, the respective Assignor shall notify) the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto directly to the Cash Collateral Account and (y) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such 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 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), 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 (x) to the relevant Assignor, 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 3.2 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.

DIRECTION TO ACCOUNT DEBTORS; CONTRACTING PARTIES. ETC. Upon etc 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 Accounts and Contracts constituting, arising out of, or relating to, the Collateral to be made directly to a Collateral Account, (y) that the Collateral Agent may, at its option, directly notify (and upon the request of the Collateral Agent, the respective Assignor shall notify) the obligors with respect to any such Accounts and/or under any such Contracts to make payments with respect thereto directly to as provided in the Cash Collateral Account preceding clause (x), and (yz) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such 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, the Cash a Collateral 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), 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 (xy) 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 3.2 3.1 and (y) no such notice shall be required if an Event of Default of the type described in Section 9.05 13.1(h) of the Credit Agreement has occurred and is continuing.

DIRECTION TO ACCOUNT DEBTORS; CONTRACTING PARTIES. ETCetc. Upon the ------------------------------------------------------- occurrence and during the continuance of an Event of Default, and if the Collateral Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on account of the Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify (and upon the request of the Collateral Agent, the respective Assignor shall notify) the obligors with respect to any Accounts Receivables and/or under any Contracts to make payments with respect thereto directly to as provided in the Cash Collateral Account preceding clause (x), and (yz) that the Collateral Agent may enforce collection of any such Accounts 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 Account toward the payment of the Obligations which application shall be effected in the manner provided in Section 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys' fees)fees and costs and disbursements) 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 (xy) 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 3.2 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 continuing3.3.