Common use of Special Covenants with respect to Accounts Clause in Contracts

Special Covenants with respect to Accounts. Except as otherwise provided in this Section 7, each Grantor may continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Accounts. In connection with such collections, each Grantor may take such action as such Grantor may deem necessary or advisable to enforce collection of amounts due or to become due under the Accounts; provided, however, that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuation of an Event of Default and, subject to Section 19(a), with the consent of the Required Lenders and three (3) business days prior written notice to Borrower and such Grantor of its intention to do so, to (i) notify the account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent, (ii) enforce collection of any such Accounts, and (iii) adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done.

Appears in 2 contracts

Samples: Security Agreement, Security Agreement (Zebra Technologies Corp)

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Special Covenants with respect to Accounts. Except as otherwise provided in this Section 7, each Grantor may continue to collect, at its own expense, all amounts due or to become due to such Grantor under the any Accounts. In connection with such collections, each Grantor may take such action as such Grantor may deem necessary or advisable to enforce collection of amounts due or to become due under the any Accounts; provided, however, that the Collateral Agent shall have the right at any time, upon the occurrence and during the continuation of an Event of Default and, subject to Section 19(a), and with the consent of the Required Lenders subject to the terms and exceptions set forth in Section 19(a), and upon three (3) business days Business Days’ prior written notice to the Borrower and such Grantor of its intention to do so, to (i) notify the account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent, (ii) enforce collection of any such Accounts, and (iii) adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done.

Appears in 2 contracts

Samples: First Lien Security Agreement (GoodRx Holdings, Inc.), First Lien Security Agreement (GoodRx Holdings, Inc.)

Special Covenants with respect to Accounts. Except as otherwise provided in this Section 7, each Grantor may continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Accounts. In connection with such collections, each Grantor may take such action as such Grantor may deem necessary or advisable to enforce collection of amounts due or to become due under the Accounts; provided, however, that that, subject to the terms of the Intercreditor Agreement, the Collateral Agent (acting on the instructions of the Lenders of a majority of the aggregate principal amount of any loans) shall have the right at any timetime (but not the obligation), upon the occurrence and during the continuation of an Event of Default and, subject to Section 19(a), with the consent of the Required Lenders and three (3) business days prior written notice to Borrower and such Grantor of its intention to do so, to (i) notify the account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent, (ii) enforce collection of any such Accounts, Accounts and (iii) adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done.

Appears in 2 contracts

Samples: Credit Agreement (ORBCOMM Inc.), Security Agreement (ORBCOMM Inc.)

Special Covenants with respect to Accounts. Except as otherwise provided in this Section 7, each Grantor may continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Accounts. In connection with such collections, each Grantor may take such action as such Grantor may deem necessary or advisable to enforce collection of amounts due or to become due under the Accounts; provided, however, that that, the Collateral Agent (acting on the instructions of the Lenders of a majority of the aggregate principal amount of any loans) shall have the right at any timetime (but not the obligation), upon the occurrence and during the continuation of an Event of Default and, subject to Section 19(a), with the consent of the Required Lenders and three (3) business days prior written notice to Borrower and such Grantor of its intention to do so, to (i) notify the account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent, (ii) enforce collection of any such Accounts, Accounts and (iii) adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done.

Appears in 1 contract

Samples: Amended and Restated Security Agreement (ORBCOMM Inc.)

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Special Covenants with respect to Accounts. Except as otherwise provided in this Section 7, each Grantor may continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Accounts. In connection with such collections, each Grantor may take such action as such Grantor may deem necessary or advisable to enforce collection of amounts due or to become due under the Accounts; provided, however, that that, subject to the terms of the Intercreditor Agreement, the Collateral Agent (acting on the instructions of the holders of a majority in the aggregate principal amount of the Notes) shall have the right at any timetime (but not the obligation), upon the occurrence and during the continuation of an Event of Default and, subject to Section 19(a), with the consent of the Required Lenders and three (3) business days prior written notice to Borrower Issuer and such Grantor of its intention to do so, to (i) notify the account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent, (ii) enforce collection of any such Accounts, Accounts and (iii) adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done.

Appears in 1 contract

Samples: Security Agreement (ORBCOMM Inc.)

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