Common use of Related Contracts Clause in Contracts

Related Contracts. In connection with such collections, such Grantor may take (and, subject to SECTION 31 hereof, at the Collateral Agent's direction, will take) such action as such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection of the Pledged Receivables and the Related Contracts; PROVIDED, HOWEVER, that the Collateral Agent, subject to SECTION 31 hereof, shall have the right at any time upon the occurrence and during the continuance of a Default, upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Pledged Receivables or Related Contracts of the assignment of such Pledged Receivables or Related Contracts to the Collateral 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 Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Pledged Receivables 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 Agent referred to in the proviso to the preceding sentence but subject to the rights of the Senior Lenders as set forth in SECTION 31 hereof, (i) all amounts and proceeds (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 Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral 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 Section 22(b) 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. No Grantor will permit or consent to the subordination of its right to payment under any of the Pledged Receivables and Related Contracts to any other indebtedness or obligations of the Obligor thereof.

Related Contracts. In connection with such collections, such Grantor may take (and, subject to SECTION 31 hereof, at the Collateral Administrative Agent's direction, will take) such action as such Grantor or the Collateral Administrative Agent may deem necessary or advisable to enforce collection of the Pledged Assigned Agreements, Receivables and the Related Contracts; PROVIDEDprovided, HOWEVERhowever, that the Collateral Agent, subject to SECTION 31 hereof, Administrative Agent shall have the right at any time upon the occurrence and during the continuance of a Defaulttime, upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Pledged Assigned Agreements, Receivables or and Related Contracts of the assignment of such Pledged Assigned Agreements, Receivables or and Related Contracts to the Collateral 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 Administrative Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Pledged Assigned Agreements, Receivables or and 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 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 Administrative Agent referred to in the proviso to the preceding sentence but subject to the rights of the Senior Lenders as set forth in SECTION 31 hereofsentence, (i) all amounts and proceeds (including including, without limitation, instruments) received by such Grantor in respect of the Pledged Assigned Agreements, Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral 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 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 Section 22(b23(b) and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable, 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. No Grantor will permit or consent to the subordination of its right to payment under any of the Pledged Assigned Agreements, Receivables and Related Contracts to any other indebtedness or obligations of the Obligor thereof.

Related Contracts. In connection with such collections, such Grantor may take (and, subject to SECTION 31 hereof, at the Collateral Agent's direction, will take) such action as such Grantor or the Collateral Agent may reasonably deem necessary or advisable to enforce collection of the Pledged Assigned Agreements, Receivables and the Related Contracts; PROVIDEDprovided, HOWEVERhowever, that the Collateral Agent, subject to SECTION 31 hereof, Agent shall have the right at any time time, upon the occurrence and during the continuance of a Default, 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 Pledged Assigned Agreements, Receivables or and Related Contracts of the assignment of such Pledged Assigned Agreements, Receivables or and Related Contracts to the Collateral 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 Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Pledged Assigned Agreements, Receivables or and 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 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 Agent referred to in the proviso to the preceding sentence but subject to the rights of the Senior Lenders as set forth in SECTION 31 hereofsentence, (i) all amounts and proceeds (including including, without limitation, instruments) received by such Grantor in respect of the Pledged Assigned Agreements, Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral 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 continuingcontinuing and the Collateral Agent so elects as provided in Section 21(b), applied as provided in Section 22(b21(b) and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable, 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 the ordinary course of business or in connection with any settlement with the obligor thereof. No Grantor will permit or consent to the subordination of its right to payment under any of the Pledged Assigned Agreements, Receivables and Related Contracts to any other indebtedness or obligations of the Obligor obligor thereof.

Related Contracts. In connection with such collections, such Grantor may take (and, subject to SECTION 31 hereof, at the Collateral Agent's Trustees' direction, will take) such action as such Grantor or the Collateral Agent may deem necessary or advisable to enforce collection of the Pledged Assigned Agreements, Receivables and the Related Contracts; PROVIDEDprovided, HOWEVERhowever, that the Collateral Agent, subject to SECTION 31 hereof, Trustees shall have the right at any time time, upon the occurrence and during the continuance of a Default, an Collateral Trust Agreement Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Pledged Assigned Agreements, Receivables or and Related Contracts of the assignment of such Pledged Assigned Agreements, Receivables or and Related Contracts to the Collateral Agent 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 Agent Trustees and, upon such notification and at the expense of such Grantor, to enforce collection of any such Pledged Assigned Agreements, Receivables or and 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 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 Agent Trustees referred to in the proviso to the preceding sentence but subject to the rights of the Senior Lenders as set forth in SECTION 31 hereofsentence, (i) all amounts and proceeds (including including, without limitation, instruments) received by such Grantor in respect of the Pledged Assigned Agreements, Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Agent Trustees hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent Trustees in the same form as so received (with any necessary indorsement) to be deposited 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) if any Default shall have occurred upon the occurrence and be continuingduring the continuance of a Collateral Trust Agreement Default, applied the Collateral Trustees shall, upon receipt of a written notice from the Required Representatives, apply such cash collateral as provided in Section 22(b) the Collateral Trust Agreement and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable, 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. No Grantor will permit or consent to the subordination of its right to payment under any of the Pledged Assigned Agreements, Receivables and Related Contracts to any other indebtedness or obligations of the Obligor thereof.

Related Contracts. In connection with such collections, such Grantor may take (and, subject to SECTION 31 hereof, at the Collateral Agent's directionTrustees' direction given after the occurrence and during the continuance of an Event of Default, will take) such action as such Grantor or the Collateral Agent Trustees may deem necessary or advisable to enforce collection of the Pledged Assigned Agreements, Receivables and the Related Contracts; PROVIDEDprovided, HOWEVERhowever, that the Collateral Agent, subject to SECTION 31 hereof, Trustees shall have the right at any time time, upon the occurrence and during the continuance of a Default, an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Pledged Receivables or and Related Contracts of the assignment of such Pledged Receivables or and Related Contracts to the Collateral Agent 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 Agent Trustees and, upon such notification and at the expense of such Grantor, to enforce collection of any such Pledged Receivables or and 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 Agent Trustees referred to in the proviso to the preceding sentence but subject to the rights of the Senior Lenders as set forth in SECTION 31 hereofsentence, (i) all amounts and proceeds (including including, without limitation, 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 Agent Trustees hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent Trustees 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 Section 22(b) the Collateral Trust Agreement 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 thereonthereon except in the ordinary course of such Grantor's business. No Grantor will permit or consent 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 subordination provisions of its right to payment under any paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii) or (viii) of the Pledged Receivables and Related Contracts to any other indebtedness "notwithstanding" clause at the end of Section 2, including, but not limited to, Excluded Shared Collateral, Excluded Authorizations, Permitted Collateral or obligations of the Obligor thereofExcluded Equity.

Related Contracts. In connection with such collections, such Grantor may take (and, subject to SECTION 31 hereof, at the Collateral AgentTrustee's directiondirection given after the occurrence and during the continuance of an Event of Default following the First Priority Lien Satisfaction Date, will take) such action as such Grantor or the Collateral Agent Trustee may deem necessary or advisable to enforce collection of the Pledged Assigned Agreements, Receivables and the Related Contracts; PROVIDEDprovided, HOWEVERhowever, that the Collateral Agent, subject to SECTION 31 hereof, Trustee shall have the right at any time time, upon the occurrence and during the continuance of a Defaultan 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 Pledged Receivables or and Related Contracts of the assignment of such Pledged Receivables or and Related Contracts to the Collateral Agent 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 Agent Trustee and, upon such notification and at the expense of such Grantor, to enforce collection of any such Pledged Receivables or and 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 Agent Trustee referred to in the proviso to the preceding sentence but subject to the rights of the Senior Lenders as set forth in SECTION 31 hereofsentence, (i) all amounts and proceeds (including including, without limitation, 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 Agent Trustee hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent Trustee 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 Section 22(b) the Intercreditor Agreement 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 thereonthereon except in the ordinary course of such Grantor's business. No Grantor will permit or consent 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 subordination provisions of its right to payment under any paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii) or (viii) of the Pledged Receivables and Related Contracts to any other indebtedness "notwithstanding" clause at the end of Section 2, including, but not limited to, Excluded Non-Shared Collateral, Excluded Authorizations, Permitted Collateral or obligations of the Obligor thereofExcluded Equity.

Related Contracts. In connection with such collections, such Grantor may take (and, subject to SECTION 31 hereof, at the Collateral Administrative Agent's direction, will take) such action as such Grantor or the Collateral Administrative Agent may deem necessary or advisable to enforce collection of the Pledged Assigned Agreements, Receivables and the Related Contracts; PROVIDED, HOWEVER, provided that the Collateral Agent, subject to SECTION 31 hereof, Agent shall have the right at any time upon the occurrence and during the continuance of a Default, an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors obligors under any Pledged Assigned Agreements, Receivables or and Related Contracts of the assignment of such Pledged Assigned Agreements, Receivables or and Related Contracts to the Collateral 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 Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Pledged Assigned Agreements, Receivables or and 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 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 Agent referred to in the proviso to the preceding sentence but subject to the rights of the Senior Lenders as set forth in SECTION 31 hereofsentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Pledged Assigned Agreements, Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement) to be deposited in the Collateral Enforcement Proceeds 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 Section 22(b) 6.06 and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable, 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. No Grantor will permit or consent to the subordination of its right to payment under any of the Pledged Assigned Agreements, Receivables and Related Contracts to any other indebtedness or obligations of the Obligor obligor thereof.