Common use of Direct Collection Clause in Contracts

Direct Collection. The Administrative Agent may also at any time after the occurrence of, and during the continuance of, any Event of Default, after first notifying any Grantor of its intention to do so, open such Grantor’s mail and collect any and all amounts due from Account Debtors to such Grantor, and, if such Grantor shall fail to act in accordance with the following sentence, notify Account Debtors of such Grantor, parties to the Contracts with such Grantor, obligors of Instruments of such Grantor and obligors in respect of Chattel Paper of such Grantor that the Accounts and the right, title and interest of such Grantor in and under such Contracts, such Instruments and such Chattel Paper have been assigned to the Administrative Agent and that payments shall be made directly to the Administrative Agent or to a lockbox designated by the Administrative Agent. Upon the request of the Administrative Agent made at any time after the occurrence of, and during the continuance of, an Event of Default, each Grantor will so notify such Account Debtors, parties to such Contracts, obligors of such Instruments and obligors in respect of such Chattel Paper. The Administrative Agent also may at any time, with the consent of the applicable Grantor (such consent not to be unreasonably withheld or delayed, or if an Event of Default has occurred, and is continuing, in which case such consent is not necessary), in its own name or in the name of such Grantor, communicate with such Account Debtors, parties to such Contracts, obligors of such Instruments and obligors in respect of such Chattel Paper to verify with such Persons to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper.

Direct Collection. The Administrative Collateral Agent may also at any time after the occurrence of, and during the continuance of, any Event of Default, after first notifying any Grantor of its intention to do so, open such Grantor’s mail and collect any and all amounts due from Account Debtors to such Grantor, and, if such Grantor shall fail to act in accordance with the following sentence, notify Account Debtors of such Grantor, parties to the Contracts with such Grantor, obligors of Instruments of such Grantor and obligors in respect of Chattel Paper of such Grantor that the Accounts and the right, title and interest of such Grantor in and under such Contracts, such Instruments and such Chattel Paper have been assigned to the Administrative Collateral Agent and that payments shall be made directly to the Administrative Collateral Agent or to a lockbox designated by the Administrative Collateral Agent. Upon the request of the Administrative Collateral Agent made at any time after the occurrence of, and during the continuance of, an a Default or Event of Default, each Grantor will so notify such Account Debtors, parties to such Contracts, obligors of such Instruments and obligors in respect of such Chattel Paper. The Administrative Collateral Agent also may at any time, with the consent of the applicable upon reasonable advance notice to any Grantor (such consent not to be unreasonably withheld unless a Default or delayed, or if an Event of Default has occurred, and is continuing, in which case such consent no notice is not necessary), in its own name or in the name of such Grantor, communicate with such Account Debtors, parties to such Contracts, obligors of such Instruments and obligors in respect of such Chattel Paper to verify with such Persons to the Administrative Collateral Agent’s reasonable sole satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper.

Direct Collection. The Subject to the terms of the Intercreditor Agreement, the Administrative Agent may also at any time after the occurrence of, and during the continuance of, any Event of Default, after first notifying any Grantor of its intention to do so, open such Grantor’s mail and collect any and all amounts due from Account Debtors to such Grantor, and, if such Grantor shall fail to act in accordance with the following sentence, notify Account Debtors of such Grantor, parties to the Contracts with such Grantor, obligors of Instruments of such Grantor and obligors in respect of Chattel Paper of such Grantor that the Accounts and the right, title and interest of such Grantor in and under such Contracts, such Instruments and such Chattel Paper have been assigned to the Administrative Agent and that payments shall be made directly to the Administrative Agent or to a lockbox designated by the Administrative Agent. Upon the request of the Administrative Agent made at any time after the occurrence of, and during the continuance of, an Event of Default, each Grantor will so notify such Account Debtors, parties to such Contracts, obligors of such Instruments and obligors in respect of such Chattel PaperPaper that the Accounts and the right, title and interest of such Grantor in and under such Contracts, such Instruments and such Chattel Paper have been assigned to the Administrative Agent and that payments shall be made directly to the Administrative Agent or to a lockbox designated by the Administrative Agent. The Administrative Agent also may at any time, with the consent of the applicable upon reasonable prior written notice to any Grantor (such consent not to be unreasonably withheld or delayed, or if unless an Event of Default has occurred, and is continuing, in which case such consent no notice is not necessary), in its own name or in the name of such Grantor, communicate with such Account Debtors, parties to such Contracts, obligors of such Instruments and obligors in respect of such Chattel Paper to verify with such Persons to the Administrative Agent’s reasonable sole satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper.

Direct Collection. The Administrative Collateral Agent may also may, at any time after the occurrence of, and during the continuance of, of any Event of Default, after first notifying upon reasonable advance notice to any Grantor of its intention to do soGrantor, open such Grantor’s mail and collect any and all amounts due from Account Debtors to such Grantor, Grantor and, if such Grantor shall fail to act in accordance with the following sentence, notify Account Debtors of such Grantor, parties to the Contracts with such Grantor, obligors of Instruments of such Grantor and obligors in respect of Chattel Paper of such Grantor that the Accounts and the right, title and interest of such Grantor in and under such Contracts, such Instruments and such Chattel Paper have been assigned to the Administrative Collateral Agent and that payments shall be made directly to the Administrative Collateral Agent or to a lockbox designated by the Administrative Collateral Agent. Upon the request of the Administrative Collateral Agent made at any time after the occurrence of, and during the continuance of, an any Event of Default, each Grantor will so notify such Account Debtors, parties to such Contracts, obligors of such Instruments and obligors in respect of such Chattel Paper. The Administrative Agent also may at any time, with the consent of the applicable Grantor (; provided that no such consent not notification shall be required to be unreasonably withheld or delayed, or made if an such Event of Default has occurredshall have been cured or waived. The Collateral Agent also may, at any time after the occurrence and is continuingduring the continuance of any Event of Default, in which case such consent is not necessary)upon reasonable advance notice to any Grantor, in its own name or in the name of such Grantor, communicate with such Account Debtors, parties to such Contracts, obligors of such Instruments and obligors in respect of such Chattel Paper to verify with such Persons to the Administrative Collateral Agent’s reasonable sole satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper.