Common use of Pledged Receivables Clause in Contracts

Pledged Receivables. (a) Except with respect to intercompany Pledged Receivables among any two or more Grantors, such Grantor will not, without the Collateral Agent’s prior written consent, grant any extension of the time of payment under or in respect of any of the Pledged Receivables or Related Contracts of such Grantor, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon, other than any of the foregoing with respect to Pledged Receivables consisting of Accounts, Chattel Paper or Payment Intangibles which are done in the ordinary course of business and trade discounts granted in the ordinary course of business of such Grantor. (b) Such Grantor shall keep full and accurate books and records relating to the Pledged Receivables, including, without limitation, a current and complete list of all Account Debtors, along with their respective names, addresses, telephone numbers, account or other identification numbers and the balance and aging of their respective Pledged Receivables, copies of which list such Grantor shall deliver to the Collateral Agent promptly after the end of each fiscal quarter of such Grantor and as soon as practicable following the Collateral Agent’s request therefor, and (ii) stamp or otherwise ▇▇▇▇ or code such books and records in such manner as may be required to perfect the security interest in such Collateral or at the request of the Collateral Agent in order to reflect the security interests granted by this Security Agreement. (c) Such Grantor shall use commercially reasonable efforts to cause to be collected from its Account Debtors, as and when due, all amounts owing under or on account of the Pledged Receivables (including, without limitation, a Pledged Receivable which is delinquent, which shall be collected in accordance with lawful collection procedures to the extent commercially reasonable) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of the Pledged Receivables. (d) Upon the occurrence and during the continuance of an Event of Default and upon the written request of the Collateral Agent, such Grantor shall promptly (i) notify the Account Debtors in respect of the Pledged Receivables that the Pledged Receivables have been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee (it being understood and agreed that the foregoing shall not limit the rights of the Collateral Agent upon the occurrence and during the continuance of an Event of Default to so notify the Account Debtors without giving prior notice to or making a demand upon such Grantor including, without limitation, any notices required to be given under the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sec. 3727 et seq.) and (ii) transfer to the Collateral Agent or its designee all funds received by it from or on behalf of the Account Debtors in respect of the Pledged Receivables (it being acknowledged and agreed that such Grantor shall be deemed to be holding all such funds as trustee for the Collateral Agent and, as such, shall not commingle such funds with other funds of such Grantor).

Pledged Receivables. (a) Except with respect to intercompany Pledged Receivables among any two or more the Grantors, such Grantor Grantors will not, without the Collateral Agent’s 's prior written consent, grant any extension of the time of payment under or in respect of any of the Pledged Receivables or Related Contracts of such Grantor, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon, other than any of the foregoing with respect to Pledged Receivables consisting of Accounts, Chattel Paper or Payment Intangibles Accounts which are done in the ordinary course of business and trade or other customary discounts granted in the ordinary course of business of such Grantor. (b) Such Grantor shall keep full and accurate books and records relating to the Pledged Receivables, including, without limitation, a current and complete list of all Account Debtors, along with their respective names, addresses, telephone numbers, account or other identification numbers and the balance and aging of their respective Pledged Receivables, copies of which list the such Grantor shall deliver to the Collateral Agent promptly after the end of each fiscal quarter of such Grantor and as soon as practicable following the Collateral Agent’s 's request therefor, and (ii) stamp or otherwise ▇▇▇▇ or code such books and records in such manner as may be required to perfect the security interest in such Collateral or at the request of the Collateral Agent in order to reflect the security interests granted by this Security Agreement. (c) Such Grantor shall use commercially reasonable efforts to cause to be collected from its Account Debtors, as and when due, all amounts owing under or on account of the Pledged Receivables (including, without limitation, a Pledged Receivable which is delinquent, which shall be collected in accordance with lawful collection procedures to the extent commercially reasonable) and shall apply forthwith upon receipt thereof all such amounts as are are: so collected to the outstanding balance of the Pledged ReceivablesReceivable. (d) Upon the occurrence and during the continuance of an Event of Default and upon the written request of the Collateral Agent, such Grantor shall promptly (i) notify the Account Debtors in respect of the Pledged Receivables that the Pledged Receivables have been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee (it being understood and agreed that the foregoing shall not limit the rights of the Collateral Agent upon the occurrence and during the continuance of an Event of Default to so notify the Account Debtors without giving prior notice to or making a demand upon such Grantor including, without limitation, any notices required to be given under the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sec. 3727 et seq.Act) and (ii) transfer to the Collateral Agent or its designee all funds received by it from or on behalf of the Account Debtors in respect of the Pledged Receivables (it being acknowledged and agreed that such Grantor shall be deemed to be holding all such funds as trustee for the Collateral Agent and, as such, shall not commingle such funds with other funds of such Grantor).

Pledged Receivables. (a) Except with respect to intercompany Pledged Receivables among any two or more the Grantors, such Grantor Grantors will not, without the Collateral Agent’s 's prior written consent, grant any extension of the time of payment under or in respect of any of the Pledged Receivables or Related Contracts of such Grantor, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon, other than any of the foregoing with respect to Pledged Receivables consisting of Accounts, Chattel Paper or Payment Intangibles Accounts which are done in the ordinary course of business and trade or other customary discounts granted in the ordinary course of business of such Grantor. (b) Such Grantor shall keep full and accurate books and records relating to the Pledged Receivables, including, without limitation, a current and complete list of all Account Debtors, along with their respective names, addresses, telephone numbers, account or other identification numbers and the balance and aging of their respective Pledged Receivables, copies of which list the such Grantor shall deliver to the Collateral Agent promptly after the end of each fiscal quarter of such Grantor and as soon as practicable following the Collateral Agent’s 's request therefor, and (ii) stamp or otherwise ▇▇▇▇ or code such books and records in such manner as may be required to perfect the security interest in such Collateral or at the request of the Collateral Agent in order to reflect the security interests granted by this Security Agreement. (c) Such Grantor shall use commercially reasonable efforts to cause to be collected from its Account Debtors, as and when due, all amounts owing under or on account of the Pledged Receivables (including, without limitation, a Pledged Receivable which is delinquent, which shall be collected in accordance with lawful collection procedures to the extent commercially reasonable) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of the Pledged ReceivablesReceivable. (d) Upon the occurrence and during the continuance of an Event of Default and upon the written request of the Collateral Agent, such Grantor shall promptly (i) notify the Account Debtors in respect of the Pledged Receivables that the Pledged Receivables have been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee (it being understood and agreed that the foregoing shall not limit the rights of the Collateral Agent upon the occurrence and during the continuance of an Event of Default to so notify the Account Debtors without giving prior notice to or making a demand upon such Grantor including, without limitation, any notices required to be given under the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sec. 3727 et seq.Act) and (ii) transfer to the Collateral Agent or its designee all funds received by it from or on behalf of the Account Debtors in respect of the Pledged Receivables (it being acknowledged and agreed that such Grantor shall be deemed to be holding all such funds as trustee for the Collateral Agent and, as such, shall not commingle such funds with other funds of such Grantor).