Direction to Account Debtors; etc. Upon the occurrence and during the continuance of a Noticed Event of Default, and if the Collateral Agent so directs any Assignor, to the extent permitted by applicable law, such Assignor agrees (x) to cause all payments on account of the Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables and/or under any Contracts to make payments with respect thereto as provided in preceding clause (x) and (z) that the Collateral Agent may enforce collection of any Receivables or Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as the Assignor. The Collateral Agent may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses (including reasonable attorneys' fees) of collection, whether incurred by any Assignor or the Collateral Agent, shall be borne by such 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 of 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 3.5.
Direction to Account Debtors; etc. Upon the occurrence and during the continuance of an Event of Default, and if the Collateral Agent so directs any Assignor, to the extent permitted by applicable law, such Assignor agrees (x) to cause all payments on account of the Receivables and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables and/or under any Contracts to make payments with respect thereto as provided in preceding clause (x) and (z) that the Collateral Agent may enforce collection of any Receivables or Contracts and may adjust, settle or compromise the amount of payment thereof. The Collateral Agent may apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account in the manner provided in Section 7.4 of this Agreement. The costs and expenses (including attorneys' fees) of collection, whether incurred by any Assignor or the Collateral Agent, shall be borne by such Assignor.
Direction to Account Debtors; etc. To the extent permitted by applicable law, each Assignor (other than Holdings) agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the relevant Lockbox Addresses, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in preceding clause (x) and (z) that upon the occurrence and during the continuance of an Event of Default the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof. Without prior notice to or assent by any Assignor, upon the occurrence and during the continuance of an Event of Default the Collateral Agent may apply any or all amounts then in, or thereafter deposited in, the relevant Collection Account in the manner provided in Section 7.4 of this Agreement. The costs and expenses (including attorneys’ fees) of collection, whether incurred by any Assignor or the Collateral Agent, shall be borne by such Assignor.
Direction to Account Debtors; etc. Upon the occurrence and during the continuance of a Trigger Event (but without limiting the provisions of the ABL Loan Documents), if the Inventory Collateral Agent so directs any Grantor, such Grantor agrees (a) to cause all payments on account of the Accounts to be made directly to the Cash Collateral Account, (b) that the Inventory Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts to make payments with respect thereto as provided in the preceding clause (a), and (c) that the Inventory Collateral Agent may enforce collection of any such Accounts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Without notice to or assent by any Grantor, the Inventory Collateral Agent may, upon the occurrence and during the continuance of a Trigger Event, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Second Lien Obligations in the manner provided in the Intercreditor Agreement. The reasonable costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by any Grantor or the Inventory Collateral Agent, shall be borne by the relevant Grantor. The Inventory Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (b) to the relevant Grantor, provided that (i) the failure by the Inventory Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Inventory Collateral Agent created by this Section 6.3 and (ii) no such notice shall be required if an event of the type described in Section 5(a)(vii) of the ISDA Master Agreement (as defined in the Framework Agreement) has occurred and is continuing.
Direction to Account Debtors; etc. Upon the occurrence and during the continuance of an Event of Default, and if the Collateral Agent so directs any Debtor, to the extent permitted by applicable law, such Debtor agrees (x) to cause all payments on account of the Receivables, Contracts and the other Collateral to be made directly to the Master Depositary Account, (y) that the Collateral Agent may, at its option, after notice to the applicable Debtors, directly notify the obligors with respect to any Receivables and/or under any Contracts to make payments with respect thereto as provided in preceding clause (x) and (z) that the Collateral Agent may enforce collection of any Receivables or Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Debtor. The Secured Party may apply any or all amounts then in, or thereafter deposited in, the Master Depositary Account in the manner provided in Section 7.4 of this Agreement. The reasonable costs and expenses (including reasonable attorneys' fees) of collection, whether incurred by any Debtor or the Collateral Agent, shall be borne by such Debtor.
Direction to Account Debtors; etc. Upon the occurrence and ---------------------------------- during the continuance of an Event of Default, if Secured Party so directs Assignor, Assignor agrees (x) to cause all payments on account of the Eligible Receivables to be made directly to Secured Party, (y) that Secured Party may, at its option, directly notify the obligors with respect to any Eligible Receivables to make payments with respect thereto as provided in the preceding clause (x), and (z) that Secured Party may enforce collection of any such Eligible Receivables and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as Assignor. Without notice to or assent by any Assignor, Secured Party may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts received by Secured Party on account of the Eligible Receivables 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 Assignor or Secured Party, shall be borne by Assignor. The Secured Party shall deliver a copy of such notice referred to in the preceding clause (y) to Assignor, provided that the failure by Secured Party to so notify Assignor shall not affect the effectiveness of such notice or the other rights of Secured Party created by this Section 5.3.
