Common use of Direction to Account Debtors; Contracting Parties; etc Clause in Contracts

Direction to Account Debtors; Contracting Parties; etc. Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default after the Discharge of ABL Obligations, if the Collateral Agent so directs any Grantor in writing, such Grantor agrees (x) to cause all payments on account of its Accounts (other than Government Accounts), Instruments and Contracts constituting Collateral to be made directly to the Collateral Agent, (y) that the Collateral Agent may (or with respect to Instruments and Contracts constituting Fixed Asset Priority Collateral (as defined in the Intercreditor Agreement), may, at its option with three Business Days’ prior written notice to such Grantor (provided that no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing)) directly notify the obligors with respect to any such Accounts (other than Government Accounts) or Instruments and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z), that the Collateral Agent may enforce collection of any such Accounts (other than Government Accounts), Instruments and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts toward the payment of the Obligations in the manner provided in Section 6.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor in accordance with Section 7.1 hereof. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Grantor, provided that the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3.

Direction to Account Debtors; Contracting Parties; etc. Subject to the terms of the ABL/Term Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default Default, after giving notice to the Discharge Grantor of ABL Obligationsits intent to do so, if the Collateral Agent Attorney so directs any Grantor in writingthe Grantor, such the Grantor agrees (xi) to cause all payments on account of its Accounts (other than Government Accounts), Instruments and Contracts constituting Collateral the Claims to be made directly to the Cash Collateral AgentAccount, (yii) that the Collateral Agent may (or with respect to Instruments and Contracts constituting Fixed Asset Priority Collateral (as defined in the Intercreditor Agreement), Attorney may, at its option with three Business Days’ prior written notice to such Grantor (provided that no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing)) option, directly notify the obligors debtors of such claims in its own name or in the name of others with respect to any such Accounts (other than Government Accounts) or Instruments and/or under any such Contracts Claims to make payments with respect thereto as provided in the preceding clause (xi) (a “Notice to Debtors”), and (z), iii) that the Collateral Agent Attorney may enforce collection of any such Accounts (other than Government Accounts), Instruments and Contracts Claims and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as the Grantor; provided that, (x) any failure by the Attorney to give or any delay in giving such Grantornotice to the Grantor shall not affect the effectiveness of such notice or the other rights of the Attorney created by this Section 8.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.01(e) of the TL Credit Agreement has occurred and is continuing. Without Subject to the terms of the ABL/Term Intercreditor Agreement, without notice to or assent by any the Grantor, the Collateral Agent Attorney may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 6.4 13.10 of this AgreementDeed. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys’ legal fees), whether incurred by a the Grantor or the Collateral AgentAttorney, shall be borne by the relevant Grantor in accordance with Section 7.1 hereofGrantor. The Collateral Agent Attorney shall deliver a copy of each notice referred Notice to in the preceding clause (y) Debtors to the relevant Grantor, provided that (i) the failure by the Collateral Agent Attorney to so notify such the Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Attorney created by this Section 3.38.2 and (ii) no such notice shall be required if an Event of Default of the type described in Section 10.01(e) of the TL Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to the terms of the Intercreditor Agreement, upon (a) Upon the occurrence and during the or continuance of an Event of Default after the Discharge of ABL Obligations, if Municipal Loss Threshold Incurrence Date provided that the Collateral Agent so directs any Grantor in writingdirects, such Grantor the Assignor agrees (xi) to cause instruct account debtors to make all payments on account of its Accounts (other than Government Accounts), Instruments the Municipal Receivables and Municipal Contracts constituting Collateral to be made directly to the Municipal Collateral Agent, Account and (yii) that the Collateral Agent may (or with respect to Instruments and Contracts constituting Fixed Asset Priority Collateral (as defined in the Intercreditor Agreement), may, at its option with three Business Days’ prior written notice to such Grantor (provided that no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing)) option, directly notify the obligors with respect to any such Accounts (other than Government Accounts) or Instruments Municipal Receivables and/or under any such Municipal Contracts to make payments with respect thereto as provided in the preceding clause (xi), and (z), that the Collateral Agent may enforce collection of any such Accounts (other than Government Accounts), Instruments and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Without notice to or assent by any Grantorthe Assignor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts toward then in, or thereafter deposited in, the payment of the Obligations Municipal Collateral Account in the manner provided in Section 6.4 7.04 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys’ ' fees)) of collection, whether incurred by a Grantor the Assignor or the Collateral Agent, shall be borne by the relevant Grantor in accordance with Section 7.1 hereof. The Assignor. (b) Upon the occurrence or continuance of an Event of Default after the Structured Loss Threshold Incurrence Date provided that the Collateral Agent shall deliver a copy so directs, the Assignor agrees (i) to instruct account debtors to make all payments on account of each notice referred the Structured Receivables and Structured Contracts to be made directly to the Structured Collateral Account and (ii) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Structured Receivables and/or under any Structured Contracts to make payments with respect thereto as provided in the preceding clause (y) i). Without notice to or assent by the relevant GrantorAssignor, provided that the failure by the Collateral Agent to so notify such Grantor shall not affect may apply any or all amounts then in, or thereafter deposited in, the effectiveness Structured Collateral Account in the manner provided in Section 7.04 of such notice this Agreement. The costs and expenses (including attorneys' fees) of collection, whether incurred by the Assignor or the other rights of Collateral Agent, shall be borne by the Collateral Agent created by this Section 3.3Assignor.

Direction to Account Debtors; Contracting Parties; etc. Subject As required by Section 3.14(b) of the Credit Agreement, the Borrower shall irrevocably instruct all Account Debtors in writing in to remit payments in respect of all Accounts to a Collection Account (as such term is defined in the Credit Agreement) or such other account as the Collateral Agent shall designate, provided, however, that in the event that an Account is subject to credit enhancement provided by a Lender that requires payment at such Lender's counter and such Account has been discounted, such Account may be paid at such Lender's counter to the terms extent that any such discounted amount has been paid to a Collection Account. Any such instructions provided by the Borrower to Account Debtors shall be made in writing by including in all invoices and monthly delivery confirmations the following language (or other language acceptable to the Collateral Agent): “Please be advised that Tesoro Panama Company, S.A. has granted to BNP Paribas, as Collateral Agent, a security interest in and lien upon all amounts due or to become due under this contract. Accordingly, you are directed to make all such payments without offset, counterclaim or deduction to the following account: BNP PARIBAS NEW YORK ABA # 000-000-000 For a/c: Tesoro Panama Co. S.A Account#: 200-619590-001-33 As of the Intercreditor AgreementClosing Date, upon and thereafter within fifteen (15) days of the occurrence initiation of any new relationship that would require additional notices to be sent in compliance herewith, the Borrower shall have provided notification of the security interest of the Collateral Agent to all such Account Debtors, letter of credit issuing banks in respect of which the Borrower is a beneficiary of the related letter of credit and during all bailees holding inventory of the continuance Borrower at third party warehouses or other storage locations that are not part of Borrower's premises, each such notification to be in form and substance acceptable to the Administrative Agent in its discretion. The Borrower shall provide notification of the Security Interest in the form above to all Account Debtors and letter of credit issuing banks in respect of which the Borrower is a beneficiary of a related letter of credit. At any time while an Event of Default after the Discharge of ABL Obligationsis continuing, if the Collateral Agent so directs any Grantor in writing, such Grantor agrees (x) to cause all payments on account of its Accounts (other than Government Accounts), Instruments and Contracts constituting Collateral to be made directly to the Collateral Agent, (y) that the Collateral Agent may (or with respect to Instruments and Contracts constituting Fixed Asset Priority Collateral (as defined in the Intercreditor Agreement), may, at its option with three Business Days’ prior written notice to such Grantor (provided that no such notice shall be required if an Event of Default option, and shall, at the request of the type described Secured Parties in Section 11.05 accordance with the Credit Agreement, enforce any and all of the Credit Agreement has occurred and is continuing)) directly notify rights of the obligors with respect to Borrower against any such Accounts (other than Government Accounts) or Instruments and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z), that the Collateral Agent may enforce collection of any such Accounts (other than Government Accounts), Instruments and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such GrantorAccount Debtor. Without notice to or assent by any Grantorthe Borrower, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, may apply any or all amounts toward the payment of the Obligations so received in the manner provided in Section 6.4 5.04 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys’ fees)' fees and expenses) of collection, whether incurred by a Grantor the Borrower or the Collateral Agent, shall be borne by the relevant Grantor Borrower in accordance with Section 7.1 hereof. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y12.04(b) to the relevant Grantor, provided that the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3Credit Agreement.

Direction to Account Debtors; Contracting Parties; etc. Subject to the terms of the Intercreditor Agreement, upon notice to the Issuer of the occurrence and during the continuance of an Event of Default after the Discharge of ABL ObligationsDefault, if the Collateral Agent Trustee so directs any Grantor in writingAssignor, such Grantor Assignor agrees (x) to cause all payments on account of its Accounts (other than Government the Accounts), Instruments Receivables, Related Contracts and Contracts constituting Collateral to be made directly to the Collateral AgentProceeds Account, (y) that the Collateral Agent may (or with respect to Instruments and Contracts constituting Fixed Asset Priority Collateral (as defined in the Intercreditor Agreement), Trustee may, at its option with three Business Days’ prior written notice to such Grantor (provided that no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing)) option, directly notify the obligors with respect to any such Accounts (other than Government Accounts) or Instruments , Receivables, Related Contracts and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z), ) that the Collateral Agent Trustee may enforce collection of any such Accounts (other than Government Accounts), Instruments Receivables, Related Contracts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to otherwise exercise all rights with respect to such Accounts, Receivables, Assigned Agreements and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the same extent as such GrantorUCC. Without notice Subject to or assent by any Grantor, the Collateral Agent mayIntercreditor Agreement, upon the occurrence and during the continuance continuation of an Event of DefaultDefault and upon demand of the Collateral Trustee, apply any or all amounts toward the payment and proceeds (including, without limitation, Instruments) received by such Assignor in respect of the Accounts, Receivables, Related Contracts and Contracts of such Assignor shall be received in trust for the benefit of the Collateral Trustee hereunder, shall be segregated from other funds of such Assignor and shall be transferred to the Collateral Proceeds Account for application to the Secured Debt Obligations in the manner as provided in Section 6.4 3.4 of this the Collateral Trust Agreement. The reasonable out-of-pocket costs and expenses of collection (including includ­ing reasonable attorneys’ fees), whether incurred by a Grantor an Assignor or the Collateral AgentTrustee, shall be borne by the relevant Grantor in accordance with Section 7.1 hereofAssignor. The Collateral Agent Trustee shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant GrantorAssignor, provided that (x) the failure by the Collateral Agent Trustee to so notify such Grantor Assignor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Trustee created by this Section 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 6.01(g) or Section 6.01(h) of the Indenture has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to the terms of the Intercreditor Collateral Trust Agreement, upon the occurrence and during the continuance of an Event of Default after the Discharge of ABL Obligations, if the Collateral Agent so directs any Grantor in writing, such Grantor agrees (x) to cause all payments on account of its Accounts (other than Government Accounts), Instruments and Contracts constituting Collateral to be made directly to the Collateral Agent, (y) that the Collateral Agent may (or with respect to Instruments and Contracts constituting Fixed Asset Priority Collateral (as defined in the Intercreditor Agreement), may, at its option with three Business Days’ prior written notice to such Grantor (provided that no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing)) directly notify the obligors with respect to any such Accounts (other than Government Accounts) or Instruments and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z), that the Collateral Agent may enforce collection of any such Accounts (other than Government Accounts), Instruments and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, if Collateral Trustee so directs any Assignor, such Assignor agrees (a) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (b) to notify Account Debtors of any Assignor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateral of such Assignor have been assigned to Collateral Trustee, for the benefit of the Secured Creditors, or that Collateral Trustee has a security interest therein, and (c) that Collateral Trustee or Collateral Trustee’s designee may collect the Accounts, General Intangibles and Negotiable Collateral of any Assignor directly, and any collection costs and expenses shall constitute part of such Assignor’s Secured Obligations under the Parity Lien Documents. Without notice to or assent by any Assignor, Collateral Trustee may, upon the occurrence and during the continuance of an Event of Default and subject to the terms and provisions of the Collateral Trust Agreement, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 6.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor in accordance with Section 7.1 hereof. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Grantor, provided that the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights 6.10 of the Collateral Agent created by this Section 3.3Indenture and as provided in any similar provision under any Additional Parity Lien Agreement.

Direction to Account Debtors; Contracting Parties; etc. Subject to the terms of the Intercreditor Agreement, (a) upon the occurrence and during the continuance of an Event of Default Default, after giving notice to the Discharge relevant Grantor of ABL Obligationsits intent to do so, if the Collateral Agent so directs any Grantor in writingand (b) as otherwise required pursuant to Section 9.17(c) of the Credit Agreement, such Grantor agrees (xi) to cause all payments on account of its the Accounts (other than Government Accounts), Instruments including Proceeds of Pledged Collateral) and Contracts constituting Collateral to be made directly to the Collateral AgentDominion Account, (yii) that the Collateral Agent may, at its option, directly notify the obligors in its own name or in the name of the applicable Grantor with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (i), and (iii) that the Collateral Agent may (or with respect to Instruments enforce collection of any such Accounts and Contracts constituting Fixed Asset Priority Collateral (as defined and may adjust, settle or compromise the amount of payment thereof, in the Intercreditor same manner and to the same extent as such Grantor; provided that, (x) any failure by the Collateral Agent to give or any delay in giving such notice (including pursuant to Section 9.17(c) of the Credit Agreement), may, at its option with three Business Days’ prior written ) to the relevant Grantor shall not affect the effectiveness of such notice to such Grantor or the other rights of the Collateral Agent created by this Section 3.3 and (provided that y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing)) directly notify the obligors with respect to any such Accounts (other than Government Accounts) or Instruments and/or under any such Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z), that the Collateral Agent may enforce collection of any such Accounts (other than Government Accounts), Instruments and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Without notice to or assent by any Grantor, the Collateral Agent maymay (subject to the Intercreditor Agreement), upon the occurrence and during the continuance of a Liquidity Period or an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Dominion Account (including any amounts transferred to the Dominion Account from other Deposit Accounts subject to a Deposit Account Control Agreement in accordance with Section 9.17(c) of the Credit Agreement) toward the payment of the Obligations in the manner provided in Section 6.4 7.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor in accordance with Section 7.1 hereof. The Collateral Agent shall deliver a copy of each notice referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.33.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing.

Direction to Account Debtors; Contracting Parties; etc. Subject to the terms of the ABL/Term Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default Default, after giving notice to the Discharge Grantor of ABL Obligationsits intent to do so, if the Collateral Agent Attorney so directs any Grantor in writingthe Grantor, such the Grantor agrees (xi) to cause all payments on account of its Accounts (other than Government Accounts), Instruments and Contracts constituting Collateral the Claims to be made directly to the Cash Collateral AgentAccount, (yii) that the Collateral Agent may (or with respect to Instruments and Contracts constituting Fixed Asset Priority Collateral (as defined in the Intercreditor Agreement), Attorney may, at its option with three Business Days’ prior written notice to such Grantor (provided that no such notice shall be required if an Event of Default of the type described in Section 11.05 of the Credit Agreement has occurred and is continuing)) option, directly notify the obligors debtors of such claims in its own name or in the name of others with respect to any such Accounts (other than Government Accounts) or Instruments and/or under any such Contracts Claims to make payments with respect thereto as provided in the preceding clause (xi) (a “Notice to Debtors”), and (z), iii) that the Collateral Agent Attorney may enforce collection of any such Accounts (other than Government Accounts), Instruments and Contracts Claims and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as the Grantor; provided that, (x) any failure by the Attorney to give or any delay in giving such Grantornotice to the Grantor shall not affect the effectiveness of such notice or the other rights of the Attorney created by this Section 8.2 and (y) no such notice shall be required if an Event of Default of the type described in Section 10.01(e) of the ABL Credit Agreement has occurred and is continuing. Without Subject to the terms of the ABL/Term Intercreditor Agreement, without notice to or assent by any the Grantor, the Collateral Agent Attorney may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Secured Obligations in the manner provided in Section 6.4 13.10 of this AgreementDeed. The reasonable out-of-pocket costs and expenses of collection (including reasonable attorneys’ legal fees), whether incurred by a the Grantor or the Collateral AgentAttorney, shall be borne by the relevant Grantor in accordance with Section 7.1 hereofGrantor. The Collateral Agent Attorney shall deliver a copy of each notice referred Notice to in the preceding clause (y) Debtors to the relevant Grantor, provided that (i) the failure by the Collateral Agent Attorney to so notify such the Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent Attorney created by this Section 3.38.2 and (ii) no such notice shall be required if an Event of Default of the type described in Section 10.01(e) of the ABL Credit Agreement has occurred and is continuing.