Common use of Collection Rights Clause in Contracts

Collection Rights. Pledgee shall have the right at any time, if an Event of Default shall have occurred and be continuing, to notify any or all obligors (including any and all Subsidiaries) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof; and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof or allow any credit or discount thereon.

Collection Rights. Pledgee shall have the right at any time, if upon the occurrence and during the continuance of a Default or an Event of Default shall have occurred and be continuingDefault, to notify any or all obligors (including any and all Subsidiarieseach Subsidiary) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Defaults or Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof4.3; and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof or allow any credit or discount thereon.

Collection Rights. Pledgee shall have the right at any time, if an Event of Default shall have occurred and be continuing, to notify any or all obligors (including any and all Subsidiaries) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor or Borrower and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof; and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof (including Borrower) or allow any credit or discount thereon.

Collection Rights. Pledgee Secured Party shall have the right at any time, if upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, to notify (or require Pledgor to notify) any or all obligors (including any and all Subsidiaries) under any accounts or general intangibles Persons obligated to make payments which are included among the Collateral (whether accounts, general intangibles, distributions, or otherwise) of the assignment thereof to Pledgee the Secured Party under this Agreement and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee the Secured Party and, upon such notification and at the expense of Pledgor and to the extent permitted by law, to enforce 37 Collateral Pledge Agreement (1.20.12) collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee the Secured Party have given (and after Secured Party has given required Pledgor to give) any notice referred to above in this subsection, (i) : all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts distributions, accounts, or general intangibles shall be received in trust for the benefit of Pledgee the Secured Party hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee the Secured Party in the same form as so received (with any necessary endorsementindorsement) to be be, at Secured Party's discretion, either (A) held as cash collateral and (A) released to Pledgor upon the remedy of all Events of Default, Default or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof; 4.3, and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof or allow any credit or discount thereon.

Collection Rights. Pledgee shall have the right at any time, if an Event of Default shall have occurred and be continuing, to notify any or all obligors (including any and all Subsidiaries) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor or Borrowers and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof; and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof (including any Borrower) or allow any credit or discount thereon.

Collection Rights. Pledgee shall have the right at any time, if upon the occurrence and during the continuance of a Default or an Event of Default shall have occurred and be continuingDefault, to notify any or all obligors (including any and all SubsidiariesBorrower) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Defaults or Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof4.3; and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof or allow any credit or discount thereon.

Collection Rights. Pledgee shall have the right at any time, if upon the occurrence and during the continuance of a Default or an Event of Default shall have occurred and be continuingDefault, to notify any or all obligors (including any and all SubsidiariesSubsidiary) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor or Borrower and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Defaults or Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof4.3; and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof (including Borrower) or allow any credit or discount thereon.

Collection Rights. Pledgee Secured Party shall have the right at any ----------------- time, if upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, to notify any or all account debtors and obligors (including any under the Collateral, including, without limitations the Venture and all Subsidiaries) under any accounts or general intangibles included among the Collateral its present and future partners, of the assignment thereof to Pledgee security interest thereon in favor of Secured Party and to direct such account debtors and obligors to make payment of all amounts due or to become due to Pledgor Debtor thereunder directly to Pledgee Secured Party and, upon such notification and at the expense of Pledgor Debtor and to the extent permitted by law, to enforce collection thereof of any such Collateral and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could Debtor may have done. After Pledgor Debtor receives notice that Pledgee Secured Party has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor Debtor in respect of such accounts or general intangibles Collateral shall be received in trust for the benefit of Pledgee Secured Party hereunder, shall be segregated from other funds of Pledgor Debtor and shall be forthwith paid over to Pledgee Secured Party in the same form as so received (with any necessary endorsement) to be held as cash collateral and (A) released to Pledgor upon applied as a payment on the remedy Indebtedness so long as no Event of all Events of Default, Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof; 4.4, and (ii) Pledgor Debtor will not adjust, settle or compromise the amount or payment of any such account or general intangible Collateral or release wholly or partly any account debtor or obligor thereof or allow any credit or discount thereon.

Collection Rights. Pledgee shall have the right at any time, if an Event of Default shall have occurred and be continuing, to notify any or all obligors (including any and all Subsidiaries) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor or Borrowers and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof; and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof (including Borrowers) or allow any credit or discount thereon.

Collection Rights. Pledgee shall have the right at any time, if an Event of Default shall have occurred and be continuing, acting at the direction of the Requisite Lenders, to notify any or all obligors (including any and all SubsidiariesCredit Parties) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor or the Issuer and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsementindorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy cure of all Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof; and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof (including the Issuer) or allow any credit or discount thereon.

Collection Rights. Pledgee shall have the right at any time, if upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, to notify any or all obligors (including any and all SubsidiariesSubsidiary) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsementindorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Defaults or Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof4.3; and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof or allow any credit or discount thereon.

Collection Rights. Pledgee Secured Party shall have the right at any time, if time after the occurrence of a Default or of an Event of Default shall have occurred and be continuingDefault, to notify any or all obligors (including any and all SubsidiariesIssuer) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee Secured Party and to direct such obligors to make payment of all amounts due or to become due to Pledgor Debtor thereunder directly to Pledgee Secured Party and, upon such notification and at the expense of Pledgor Debtor and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor Debtor could have done. After Pledgor Debtor receives notice that Pledgee Secured Party has given any notice referred to above in this subsection, : (i) all amounts and proceeds (including instruments and writings) received by Pledgor Debtor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee Secured Party hereunder, shall be segregated from other funds of Pledgor Debtor and shall be forthwith paid over to Pledgee Secured Party in the same form as so received (with any necessary endorsement) to be held as cash collateral and (A) released to Pledgor upon applied as a voluntary prepayment under the remedy Credit Agreement so long as no Default or Event of all Events of Default, Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof; 4.3, and (ii) Pledgor Debtor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof (including any Issuer) or allow any credit or discount thereon.

Collection Rights. Pledgee shall have the right at any time, if upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, to notify any or all obligors (including any and all Subsidiarieswithout limitation Pledgor) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsementindorsement) to be held as cash collateral and (Aa) released to Pledgor upon the remedy of all Defaults or Events of Default, or (Bb) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof; 4.3, and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof (including without limitation Pledgor) or allow any credit or discount thereon.

Collection Rights. Pledgee shall have the right at any time, if upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, to notify any or all obligors (including any and all Subsidiarieswithout limitation Pledgor) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the CUSIP Nos.: 000000000 Page 80 of 86 848926200 same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsementindorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof; SECTION 4.3, and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof or allow any credit or discount thereon.

Collection Rights. Pledgee shall have the right at any time, if upon the occurrence and during the continuance of a Default or an Event of Default shall have occurred and be continuingDefault, to notify any or all obligors (including any and all the Subsidiaries) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to 167 become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor or Borrowers and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsementindorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Defaults or Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof4.3; and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof (including Borrowers) or allow any credit or discount thereon.

Collection Rights. Pledgee Agent shall have the right at any time, if upon the occurrence and during the continuance of a Default or an Event of Default shall have occurred and be continuingDefault, to notify any or all obligors (including any and all Subsidiarieswithout limitation Borrower) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee Agent and to direct such obligors to make payment of all amounts due or to become due to Pledgor Borrower thereunder directly to Pledgee Agent and, upon such notification and at the expense of Pledgor Borrower (but not Borrower) and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor Borrower could have done. After Pledgor Borrower receives notice that Pledgee Agent has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor Borrower in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee Agent hereunder, shall be segregated from other funds of Pledgor Borrower and shall be forthwith paid over to Pledgee Agent in the same form as so received (with any necessary endorsementindorsement) to be held as cash collateral and (Aa) released to Pledgor Borrower upon the remedy of all Defaults or Events of Default, or (Bb) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof; SECTION 4.3, and (ii) Pledgor Borrower will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof (including without limitation Borrower) or allow any credit or discount thereon.

Collection Rights. Pledgee shall have the right at any time, if an Event of Default shall have occurred and be continuing, subject to the terms of the Subordination Agreement (with respect to the Collateral Pledged hereunder) to notify any or all obligors (including any and all SubsidiariesCredit Parties) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor or the JV Company and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee or, prior to the payment in full of the JV Company Credit Facility Obligations, to the JV Company Credit Facility Agent (as agent for perfection for the Pledgee) in the same form as so received (with any necessary endorsementindorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof; and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof (including the JV Company) or allow any credit or discount thereon.

Collection Rights. Pledgee shall have the right at any time, if upon the occurrence and during the continuance of a Default or an Event of Default shall have occurred and be continuingDefault, to notify any or all obligors (including any and all the Subsidiaries) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor or Borrowers and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsementindorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Defaults or Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof4.3; and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof (including Borrowers) or allow any credit or discount thereon.

Collection Rights. Pledgee shall have the right at any time, if upon the occurrence and during the continuance of a Default or an Event of Default shall have occurred and be continuingDefault, to notify any or all obligors (including any and all the Subsidiaries) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Defaults or Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof4.3; and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof or allow any credit or discount thereon.

Collection Rights. Pledgee shall have the right at any time, if upon the ----------------- occurrence and during the continuance of a Default or an Event of Default shall have occurred and be continuingDefault, to notify any or all obligors (including any and all Subsidiarieswithout limitation Pledgor) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor [(but not Borrower)] and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsementindorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Defaults or Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof; ------- 4.3, and (ii) Pledgor will not adjust, settle or compromise the amount or --- payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof (including without limitation Pledgor) or allow any credit or discount thereon.

Collection Rights. Pledgee Lender shall have the right at any time, if time upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuing, to notify any or all obligors (including any and all Subsidiaries) under any accounts Accounts or general intangibles included among the Collateral General Intangibles of the assignment thereof of such Accounts or General Intangibles to Pledgee Lender and to direct such obligors to make payment of all amounts due or to become due to Pledgor Debtor thereunder directly to Pledgee Lender and, upon such notification and at the expense of Pledgor Debtor, and to the extent permitted by law, to enforce collection thereof of any such Accounts or General Intangibles and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could Debtor may have done. After Pledgor receives the giving of notice that Pledgee has given any notice by Lender referred to above in this subsection, Section 4.4: (i) all amounts and proceeds (including instruments and writings) received by Pledgor in Debtor with respect of to such accounts Accounts or general intangibles General Intangibles shall be received in trust for the benefit of Pledgee Lender hereunder, shall be segregated from other funds of Pledgor Debtor and shall be forthwith paid over to Pledgee Lender in the same form as so received (with any necessary endorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof; section 5.3, and (ii) Pledgor will Debtor shall not adjust, settle or compromise the amount or payment of any such account Account or general intangible General Intangible or release wholly or partly any account debtor or obligor thereof or allow any credit or discount thereonthereon in excess of $100,000 without the prior consent of the Lender.

Collection Rights. Pledgee shall have the right at any time, if upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, to notify any or all obligors (including any and all Subsidiarieswithout limitation Pledgor) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsementindorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Defaults or Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof; 4.3, and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof (including without limitation Pledgor) or allow any credit or discount thereon.

Collection Rights. Pledgee shall have the right at any time, if upon the occurrence and during the continuance of a Default or an Event of Default shall have occurred and be continuingDefault, to notify any or all obligors (including any and all Subsidiarieswithout limitation Pledgor) under any accounts or general intangibles included among the Collateral of the assignment thereof to Pledgee and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to Pledgee and, upon such notification and at the expense of Pledgor [(BUT NOT BORROWER)] and to the extent permitted by law, to enforce collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done. After Pledgor receives notice that Pledgee has given any notice referred to above in this subsection, (i) all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such accounts or general intangibles shall be received in trust for the benefit of Pledgee hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Pledgee in the same form as so received (with any necessary endorsementindorsement) to be held as cash collateral and (A) released to Pledgor upon the remedy of all Defaults or Events of Default, or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3 hereof; SECTION 4.3, and (ii) Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof (including without limitation Pledgor) or allow any credit or discount thereon.