Common use of Communication with and Notice to Receivable Obligors and Contracting Parties Clause in Contracts

Communication with and Notice to Receivable Obligors and Contracting Parties. The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with account debtors on the Receivables and parties to the Contracts to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables. Upon the request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each Pledgor shall notify account debtors on the Receivables and parties to the Contracts that the Receivables and the Contracts have been assigned to the Administrative Agent on behalf and for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Administrative Agent. Such notification shall be accomplished by each Pledgor by: (i) notifying the account debtor of such assignment of proceeds and giving irrevocable instructions to pay the proceeds, without offset or counterclaim or, in the event there is an existing netting agreement with such account debtor, the net proceeds to a Deposit Account subject to a Control Agreement in favor of the Administrative Agent; or (ii) causing the account debtor to send the Administrative Agent written confirmation that such account debtor shall pay the proceeds to a Deposit Account designated by the Administrative Agent without offset or counterclaim or, in the event there is an existing netting agreement with such account debtor, that the net proceeds shall be paid to such account; or (iii) entering a valid, enforceable written agreement with the account debtor relating to the assignment of proceeds, containing irrevocable payment instructions for account debtor to pay the proceeds to a Deposit Account designated by the Administrative Agent without offset or counterclaim or, in the event there is an existing netting agreement with such account debtor, that the net proceeds shall be paid to such account. At any time after the occurrence and during the continuance of an Event of Default, (a) the Administrative Agent, in its reasonable discretion, shall determine whether each Pledgor has satisfactorily performed the notification of assignment of the proceeds, and (b) in the event the Administrative Agent determines that such notification has not been satisfactorily performed, the Administrative Agent may, upon written notice to such Pledgor, give written notification of the assignment of proceeds to the account debtor, indicating the Lenders’ reliance on the account debtor to pay proceeds without offset or counterclaim or, in the event there is an existing netting agreement with such account debtor, the net proceeds to the Deposit Account designated by the Administrative Agent.

Communication with and Notice to Receivable Obligors and Contracting Parties. The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with account debtors on the Receivables and parties to the Contracts to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables. Upon the request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, each Pledgor shall notify account debtors on the Receivables and parties to the Contracts that the Receivables and the Contracts have been assigned to the Administrative Agent on behalf and for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Administrative Agent. Such notification shall be accomplished by each Pledgor by: (i) notifying the account debtor of such assignment of proceeds and giving irrevocable instructions to pay the proceeds, without offset or counterclaim or, in the event there is an existing netting agreement with such account debtor, the net proceeds to a Deposit Account subject to a Control Agreement in favor of designated by the Administrative Agent; or (ii) causing the account debtor to send the Administrative Agent written confirmation that such account debtor shall pay the proceeds to a Deposit Account designated by the Administrative Agent without offset or counterclaim or, in the event there is an existing netting agreement with such account debtor, that the net proceeds shall be paid to such account; or (iii) entering a valid, enforceable written agreement with the account debtor relating to the assignment of proceeds, containing irrevocable payment instructions for account debtor to pay the proceeds to a Deposit Account designated by the Administrative Agent without offset or counterclaim or, in the event there is an existing netting agreement with such account debtor, that the net proceeds shall be paid to such account. At any time after the occurrence and during the continuance of an Event of Default, (a) the Administrative Agent, in its reasonable discretion, shall determine whether each Pledgor has satisfactorily performed the notification of assignment of the proceeds, and (b) in the event the Administrative Agent determines that such notification has not been satisfactorily performed, the Administrative Agent may, upon written notice to such Pledgor, give written notification of the assignment of proceeds to the account debtor, indicating the Lenders’ reliance on the account debtor to pay proceeds without offset or counterclaim or, in the event there is an existing netting agreement with such account debtor, the net proceeds to the Deposit Account designated by the Administrative Agent.