Common use of Related Contracts Clause in Contracts

Related Contracts. In connection with such collections, such Grantor may take (and, at the Collateral Trustees' direction given after the occurrence and during the continuance of an Event of Default, will take) such action as such Grantor or the Collateral Trustees may deem necessary to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that the Collateral Trustees shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Receivables and Related Contracts of the assignment of such Receivables and Related Contracts to the Collateral Trustees and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Trustees and, upon such notification and at the expense of such Grantor, to enforce collection of any such Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Collateral Trustees referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of the Receivables and Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Trustees hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Trustees in the same form as so received (with any necessary indorsement) to be applied as provided in the Collateral Trust Agreement and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Related Contract, release wholly or partly any Obligor thereof, or allow any credit or discount thereon except in the ordinary course of such Grantor's business. For the avoidance of doubt, none of the provisions of this Section 10(c) shall apply with respect to any Property that is excluded from the lien and security interest granted hereunder pursuant to the provisions of paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii) or (viii) of the "notwithstanding" clause at the end of Section 2, including, but not limited to, Excluded Shared Collateral, Excluded Authorizations, Permitted Collateral or Excluded Equity.

Related Contracts. In connection with such collections, such Grantor may take (and, at the Collateral Trustees' direction given after the occurrence and during the continuance of an Event of DefaultAdministrative Agent's direction, will take) such action as such Grantor or the Collateral Trustees Administrative Agent may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, provided that the Collateral Trustees Agent shall have the right at any time, time upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Trustees Agent and to direct such Obligors obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Trustees Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, including those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Collateral Trustees Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, including instruments) received by such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Trustees Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Trustees Agent in the same form as so received (with any necessary indorsement) to be deposited in the Enforcement Proceeds Account and applied as provided in the Collateral Trust Agreement Section 6.06 and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor obligor thereof, or allow any credit or discount thereon except in thereon. No Grantor will permit or consent to the ordinary course subordination of such Grantor's business. For the avoidance of doubt, none its right to payment under any of the provisions of this Section 10(c) shall apply with respect Assigned Agreements, Receivables and Related Contracts to any Property that is excluded from the lien and security interest granted hereunder pursuant to the provisions of paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii) other indebtedness or (viii) obligations of the "notwithstanding" clause at the end of Section 2, including, but not limited to, Excluded Shared Collateral, Excluded Authorizations, Permitted Collateral or Excluded Equityobligor thereof.

Related Contracts. In connection with such collections, such Grantor may take (and, at the Collateral Trustees' direction given after the occurrence and during the continuance of an Event of DefaultAgent's direction, will take) such action as such Grantor or the Collateral Trustees Agent may reasonably deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that the Collateral Trustees Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors obligors (other than customers of any Grantor) under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Trustees Agent and to direct such Obligors obligors (other than customers of any Grantor) to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Trustees Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Collateral Trustees Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Trustees Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Trustees Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing and the Collateral Agent so elects as provided in Section 21(b), applied as provided in the Collateral Trust Agreement Section 21(b) and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor obligor thereof, or allow any credit or discount thereon thereon, except in the ordinary course of such Grantor's businessbusiness or in connection with any settlement with the obligor thereof. For No Grantor will consent to the avoidance subordination of doubt, none its right to payment under any of the provisions of this Section 10(c) shall apply with respect Assigned Agreements, Receivables and Related Contracts to any Property that is excluded from the lien and security interest granted hereunder pursuant to the provisions of paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii) other indebtedness or (viii) obligations of the "notwithstanding" clause at the end of Section 2, including, but not limited to, Excluded Shared Collateral, Excluded Authorizations, Permitted Collateral or Excluded Equityobligor thereof.

Related Contracts. In connection with such collections, such Grantor may take (and, at the Collateral Trustees' Trustee's direction given after the occurrence and during the continuance of an Event of DefaultDefault following the First Priority Lien Satisfaction Date, will take) such action as such Grantor or the Collateral Trustees Trustee may deem necessary to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that the Collateral Trustees Trustee shall have the right at any time, upon the occurrence and during the continuance of an Event of Default following the First Priority Lien Satisfaction Date, and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Receivables and Related Contracts of the assignment of such Receivables and Related Contracts to the Collateral Trustees Trustee and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Trustees Trustee and, upon such notification and at the expense of such Grantor, to enforce collection of any such Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Collateral Trustees Trustee referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of the Receivables and Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Trustees Trustee hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Trustees Trustee in the same form as so received (with any necessary indorsement) to be applied as provided in the Collateral Trust Intercreditor Agreement and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Related Contract, release wholly or partly any Obligor thereof, or allow any credit or discount thereon except in the ordinary course of such Grantor's business. For the avoidance of doubt, none of the provisions of this Section 10(c) shall apply with respect to any Property that is excluded from the lien and security interest granted hereunder pursuant to the provisions of paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii) or (viii) of the "notwithstanding" clause at the end of Section 2, including, but not limited to, Excluded Non-Shared Collateral, Excluded Authorizations, Permitted Collateral or Excluded Equity.

Related Contracts. In connection with such collections, such Grantor may take (and, at the Collateral Trustees' direction given after the occurrence and during the continuance of an Event of Defaultdirection, will take) such action as such Grantor or the Collateral Trustees may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that the Collateral Trustees shall have the right at any time, upon the occurrence and during the continuance of an Event of Collateral Trust Agreement Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Trustees and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Trustees and, upon such notification and at the expense of such Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Collateral Trustees referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Trustees hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Trustees in the same form as so received (with any necessary indorsement) to be applied held as cash collateral in the Collateral Account and either (A) released to such Grantor so long as no Collateral Trust Agreement Default shall have occurred and be continuing or (B) upon the occurrence and during the continuance of a Collateral Trust Agreement Default, the Collateral Trustees shall, upon receipt of a written notice from the Required Representatives, apply such cash collateral as provided in the Collateral Trust Agreement and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof, or allow any credit or discount thereon except in thereon. No Grantor will permit or consent to the ordinary course subordination of such Grantor's business. For the avoidance of doubt, none its right to payment under any of the provisions of this Section 10(c) shall apply with respect Assigned Agreements, Receivables and Related Contracts to any Property that is excluded from the lien and security interest granted hereunder pursuant to the provisions of paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii) other indebtedness or (viii) obligations of the "notwithstanding" clause at the end of Section 2, including, but not limited to, Excluded Shared Collateral, Excluded Authorizations, Permitted Collateral or Excluded EquityObligor thereof.

Related Contracts. In connection with such collections, such Grantor may take (and, at the Collateral Trustees' direction given after the occurrence and during the continuance of an Event of DefaultAdministrative Agent's direction, will take) such action as such Grantor or the Collateral Trustees Administrative Agent may deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that the Collateral Trustees Administrative Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Trustees Administrative Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Trustees Administrative Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Collateral Trustees Administrative Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Trustees Administrative Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith forthwith, but in no event prior to the date on which the Collateral Account has been opened, paid over to the Collateral Trustees Administrative Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor on the terms set forth in Section 7 so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in the Collateral Trust Agreement Section 23(b) and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof, or allow any credit or discount thereon except in thereon. No Grantor will permit or consent to the ordinary course subordination of such Grantor's business. For the avoidance of doubt, none its right to payment under any of the provisions of this Section 10(c) shall apply with respect Assigned Agreements, Receivables and Related Contracts to any Property that is excluded from the lien and security interest granted hereunder pursuant to the provisions of paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii) other indebtedness or (viii) obligations of the "notwithstanding" clause at the end of Section 2, including, but not limited to, Excluded Shared Collateral, Excluded Authorizations, Permitted Collateral or Excluded EquityObligor thereof.

Related Contracts. In connection with such collections, such Grantor may take (and, subject to SECTION 31 hereof, at the Collateral Trustees' direction given after the occurrence and during the continuance of an Event of DefaultAgent's direction, will take) such action as such Grantor or the Collateral Trustees Agent may deem necessary or advisable to enforce collection of the Assigned Agreements, Pledged Receivables and the Related Contracts; providedPROVIDED, howeverHOWEVER, that the Collateral Trustees Agent, subject to SECTION 31 hereof, shall have the right at any time, time upon the occurrence and during the continuance of an Event of Default and a Default, upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Pledged Receivables and or Related Contracts of the assignment of such Pledged Receivables and or Related Contracts to the Collateral Trustees Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Trustees Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Pledged Receivables and or Related Contracts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Pledged Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Collateral Trustees Agent referred to in the proviso to the preceding sentencesentence but subject to the rights of the Senior Lenders as set forth in SECTION 31 hereof, (i) all amounts and proceeds (including, without limitation, including instruments) received by such Grantor in respect of the Pledged Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Trustees Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Trustees Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Account and either (A) released to such Grantor so long as no Default shall have occurred and be continuing or (B) if any Default shall have occurred and be continuing, applied as provided in the Collateral Trust Agreement Section 22(b) and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable Receivable, or amount due on any Related Contract, release wholly or partly any Obligor thereof, or allow any credit or discount thereon except in thereon. No Grantor will permit or consent to the ordinary course subordination of such Grantor's business. For the avoidance of doubt, none its right to payment under any of the provisions of this Section 10(c) shall apply with respect Pledged Receivables and Related Contracts to any Property that is excluded from the lien and security interest granted hereunder pursuant to the provisions of paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii) other indebtedness or (viii) obligations of the "notwithstanding" clause at the end of Section 2, including, but not limited to, Excluded Shared Collateral, Excluded Authorizations, Permitted Collateral or Excluded EquityObligor thereof.