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.
Appears in 3 contracts
Samples: Security Agreement (Rj Reynolds Tobacco Holdings Inc), Security Agreement (Reynolds American Inc), Credit Agreement (Vestar Capital Partners Iv Lp)
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' β 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.
Appears in 2 contracts
Samples: Security Agreement (Reynolds American Inc), Security Agreement (Reynolds American Inc)
Direction to Account Debtors; etc. Upon the occurrence and during the continuance of a Noticed an Event of Default, and if the Collateral Agent so directs any Assignor, to the extent permitted by applicable lawGrantor, such Assignor Grantor agrees (x) to cause all payments on account of the Receivables and Contracts Accounts to be made directly to the Cash Collateral AccountAgent, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Receivables and/or under any Contracts Accounts to make payments with respect thereto as provided in the preceding clause (x) ), and (z) that the Collateral Agent may enforce collection of any Receivables or Contracts such Accounts 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 Agreementsuch Grantor. The reasonable costs and expenses of collection (including reasonable attorneys' fees) of collection), whether incurred by any Assignor a Grantor or the Collateral Agent, shall be borne by such Assignorthe relevant Grantor. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Assignor; Grantor, provided that, that (x) the failure of 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 3.53.3 and (y) no such notice shall be required if an Event of Default of the type described in paragraphs (g) or (h) of Article VII of the Credit Agreement has occurred and is continuing.
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Direction to Account Debtors; etc. Upon the occurrence and during the continuance of a Noticed an Event of Default, and if the Collateral Agent so directs any the Assignor, to the extent permitted by applicable law, such the Assignor agrees (x) to cause all payments on account of the Receivables and Contracts otherwise payable to an Indemnity Account or Loss Proceeds Account 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 payments otherwise payable to an Indemnity Account or Loss Proceeds Account 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 such payments and may adjust, settle or compromise the amount of payment thereof as though the Collateral Agent were the outright owner 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 the Assignor or the Collateral Agent, shall be borne by such the 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.
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