Common use of Notification to Account Debtors and Other Obligors Clause in Contracts

Notification to Account Debtors and Other Obligors. If an Event of Default shall have occurred and be continuing, each Grantor shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor and obligors on instruments for which such Grantor is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantor, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor as trustee for the Agent, without commingling the same with other funds of any Grantor and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event of Default shall have occurred and be continuing, each Grantor the Company shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor the Company and obligors on instruments for which such Grantor the Company is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s 's agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Company, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor the Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor the Company as trustee for the Agent, for the benefit of the Banks and the Agent, without commingling the same with other funds of any Grantor the Company and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If a Default or an -------------------------------------------------- Event of Default shall have occurred and be continuing, each Grantor of the Subsidiaries shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor Subsidiary and obligors on instruments for which such Grantor Subsidiary is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s 's agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorof the Subsidiaries, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor each of the Subsidiaries shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor Subsidiary as trustee for the Agent, for the benefit of the Banks and the Agent, without commingling the same with other funds of any Grantor such Subsidiary and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event of Default shall have occurred and be continuing, each Grantor of the Borrowers shall, at the request of the Administrative Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor Borrower and obligors on instruments for which such Grantor Borrower is an obligee of the security interest of the Administrative Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Administrative Agent or to any financial institution designated by the Administrative Agent as the Administrative Agent’s 's agent therefor, and the Administrative Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorsuch Borrower, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor each of the Borrowers shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor Borrower as trustee for the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without commingling the same with other funds of any Grantor such Borrower and shall turn the same over to the Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Administrative Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Administrative Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If a Default or an -------------------------------------------------- Event of Default shall have occurred and be continuing, each Grantor the Borrower shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor the Borrower and obligors on instruments for which such Grantor the Borrower is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s 's agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Borrower, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor the Borrower shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor the Borrower as trustee for the Agent, for the benefit of the Banks and the Agent, without commingling the same with other funds of any Grantor the Borrower and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event of Default shall have occurred and be continuing, each Grantor the Guarantor shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor the Guarantor and obligors on instruments for which such Grantor the Guarantor is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Guarantor, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor the Guarantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor the Guarantor as trustee for the Agent, without commingling the same with other funds of any Grantor the Guarantor and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event of Default shall have occurred and be continuing, each Grantor the Issuer shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor the Issuer and obligors on instruments for which such Grantor the Issuer is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Issuer, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor the Issuer shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor the Issuer as trustee for the Agent, without commingling the same with other funds of any Grantor the Issuer and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If Upon the occurrence of an Event of Default shall have occurred and be continuingupon the expiration of any applicable grace periods, each Grantor the Borrower shall, at the request of the AgentLender, notify account debtors Account Debtors on accountsAccounts, chattel paper Chattel Paper and general intangibles General Intangibles of such Grantor the Borrower and obligors on instruments for which such Grantor the Borrower is an obligee of the security interest of the Agent Lender in any accountAccount, chattel paperChattel Paper, general intangible General Intangible or instrument Instrument and that payment thereof is to be made directly to the Agent Lender or to any financial institution designated by the Agent Lender as the Agent’s Lender's agent therefor, and the Agent Lender may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Borrower, so notify account debtors Account Debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor the Borrower shall hold any proceeds of collection of accountsAccounts, chattel paperChattel Paper, general intangibles General Intangibles and instruments Instruments received by such Grantor the Borrower as trustee for the Agent, Lender without commingling the same with other funds of any Grantor the Borrower and shall turn the same over to the Agent Lender in the identical form received, together with any necessary endorsements or assignments. The Agent Lender shall apply the proceeds of collection of accountsAccounts, chattel paperChattel Paper, general intangibles General Intangibles and instruments Instruments received by the Agent Lender to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event of -------------------------------------------------- Default shall have occurred and be continuing, each Grantor the Company shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor the Company and obligors on instruments for which such Grantor the Company is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s 's agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Company, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor the Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor the Company as trustee for the Agent, for the benefit of the Banks and the Agent, without commingling the same with other funds of any Grantor the Company and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event -------------------------------------------------- of Default shall have occurred and be continuing, each Grantor the Borrower shall, at the request of the AgentLender, notify account debtors on accounts, chattel paper and general intangibles of such Grantor the Borrower and obligors on instruments for which such Grantor the Borrower is an obligee of the security interest of the Agent Lender in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent Lender or to any financial institution designated by the Agent Lender as the Agent’s Lender's agent therefor, and the Agent Lender may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Borrower, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor the Borrower shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor the Borrower as trustee for the Agent, Lender without commingling the same with other funds of any Grantor the Borrower and shall turn the same over to the Agent Lender in the identical form received, together with any necessary endorsements or assignments. The Agent Lender shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent Lender to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event ------------ -- ------- ------- --- ----- -------- of Default shall have occurred and be continuing, each Grantor of the Borrowers shall, at the request of the Agent, notify its account debtors on accounts, chattel paper and general intangibles of such Grantor and other obligors on instruments accounts and other Collateral for which such Grantor Borrower is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument account and other Collateral and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s 's agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorof the Borrowers, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor each of the Borrowers shall hold any proceeds of collection of accounts, chattel paper, general intangibles accounts and instruments other Collateral received by such Grantor Borrower as trustee for the Agent, for the benefit of the Banks and the Agent, without commingling the same with other funds of any Grantor such Borrower and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles accounts and instruments other Collateral received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If a Default or an Event of Default shall have occurred and be continuing, each Grantor Assignor shall, at the request of the Administrative Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor Assignor and obligors on instruments for which such Grantor Assignor is an obligee of the security interest of the Administrative Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Administrative Agent or to any financial institution designated by the Administrative Agent as the Administrative Agent’s 's agent therefor, and the Administrative Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorsuch Assignor, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor each Assignor shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor Assignor as trustee for the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without commingling the same with other funds of any Grantor such Assignor and shall turn the same over to the Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The During the continuation of Default or an Event of Default, the Administrative Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Administrative Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event of Default shall have occurred and be continuing, each Grantor of the Companies shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor Company and obligors 116 -7- on instruments for which such Grantor Company is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s 's agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Companies, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor each of the Companies shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor Company as trustee for the Agent, for the benefit of the Banks and the Agent, without commingling the same with other funds of any Grantor such Company and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If a Default or an -------------------------------------------------- Event of Default shall have occurred and be continuing, each Grantor AmeriKing shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor AmeriKing and obligors on instruments for which such Grantor AmeriKing is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s 's agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any GrantorAmeriKing, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor AmeriKing shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor AmeriKing as trustee for the Agent, for the benefit of the Banks and the Agent, without commingling the same with other funds of any Grantor AmeriKing and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event of Default shall have occurred and be continuing, each Grantor the Guarantor shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor the Guarantor pledged by it hereunder and obligors on instruments pledged by it hereunder for which such Grantor the Guarantor is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s 's agent therefortherefor (except to the extent that such payment is already being made to the Agent to the satisfaction of the Agent), and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without with notice to or demand upon any Grantorthe Guarantor, so notify such account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor the Guarantor shall hold any proceeds of collection received by the Guarantor of accounts, chattel paper, general intangibles and instruments received pledged by such Grantor it hereunder as trustee for the Agent, for the benefit of the Banks and the Agent, without commingling the same with other funds of any Grantor the Guarantor and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection received by the Agent of accounts, chattel paper, general intangibles and instruments received pledged by the Agent Guarantor to the Obligations, pro rata among Obligations in accordance with the Holders after deducting amounts owing to the Agent for expenses incurred by the AgentCredit Agreement, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event of Default shall have occurred and be continuing, each Grantor the Company shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor the Company and obligors on instruments for which such Grantor the Company is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s 's agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Company, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor the Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor the Company as trustee for the Agent, for the benefit of the Lenders and the Agent, without commingling the same with other funds of any Grantor the Company and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Guaranteed Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event of -------------------------------------------------- Default shall have occurred and be continuing, each Grantor Company shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor Company and obligors on instruments for which such Grantor Company is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s 's agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorsuch Company, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor each Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor Company as trustee for the Agent, for the benefit of the Banks and the Agent, without commingling the same with other funds of any Grantor such Company and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event of -------------------------------------------------- Default shall have occurred exist under (and be continuingas defined in) the Note Purchase Agreement or the Credit Agreement, each Grantor Company shall, at the request of the Collateral Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor Company, and obligors on instruments for which such Grantor Company is an obligee obligee, of the security interest of the Agent in any accountCollateral Agent, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Collateral Agent’s agent therefor, ; and the Collateral Agent may itself, if a Default or an any such Event of Default shall have occurred and be continuingexist, without notice to or demand upon any Grantorsuch Company, so notify such account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor each Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor Company as trustee for the Collateral Agent, for the benefit of the Noteholders and the Banks, without commingling the same with other funds of any Grantor funds, and shall turn the same over to the Collateral Agent in the identical form received, together with any necessary endorsements or assignments. The Collateral Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Collateral Agent to the Obligations, pro rata among Secured Obligations in the Holders after deducting amounts owing to order set forth in the Agent for expenses incurred by the AgentIntercreditor Agreement, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If a Default or an -------------------------------------------------- Event of Default shall have occurred and be continuing, each Grantor Holdings shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor Holdings and obligors on instruments for which such Grantor Holdings is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s 's agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any GrantorHoldings, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor Holdings shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor Holdings as trustee for the Agent, for the benefit of the Banks and the Agent, without commingling the same with other funds of any Grantor Holdings and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event of Default shall have occurred and be continuing, each Grantor of the Companies shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor Company and obligors on instruments for which such Grantor Company is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s 's agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Companies, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor the Companies shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor any Company as trustee for the Agent, for the benefit of the Banks and the Agent, without commingling the same with other funds of any Grantor the Companies and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If a Default or -------------------------------------------------- an Event of Default shall have occurred and be continuing, each Grantor the Borrower shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor the Borrower and obligors on instruments for which such Grantor the Borrower is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s 's agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Borrower, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor the Borrower shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor the Borrower as trustee for the Agent, for the benefit of the Banks and the Agent, without commingling the same with other funds of any Grantor the Borrower and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event of Default shall have occurred and be continuing, each Grantor the Guarantor shall, at the request of the AgentLender, notify account debtors on accounts, chattel paper and general intangibles of such Grantor the Guarantor and obligors on instruments for which such Grantor the Guarantor is an obligee of the security interest of the Agent Lender in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent Lender or to any financial institution designated by the Agent Lender as the Agent’s Lender's agent therefor, and the Agent Lender may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Guarantor, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor the Guarantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor the Guarantor as trustee for the Agent, Lender without commingling the same with other funds of any Grantor the Guarantor and shall turn the same over to the Agent Lender in the identical form received, together with any necessary endorsements or assignments. The Agent Lender shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent Lender to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event of Default shall have occurred and be continuing, each Grantor of the Borrowers shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor Borrower and obligors on instruments for which such Grantor Borrower is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s 's agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorsuch Borrower, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor each of the Borrowers shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor Borrower as trustee for the Agent, for the benefit of the Banks and the Agent, without commingling the same with other funds of any Grantor such Borrower and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event Subject to the Rights of Default shall have occurred and be continuingthe Senior Secured Lenders, each the Grantor shall, at any time upon the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such the Grantor and obligors on instruments or other collateral for which such the Grantor is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or the Secured Parties or to any financial institution designated by the Agent as the Agent’s 's agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any the Grantor, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such the Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such the Grantor as trustee for the Agent, Agent and the Secured Parties without commingling the same with other funds of any the Grantor and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent Subject to the Rights of the Senior Secured Lenders, the Grantor shall apply the proceeds of collection of accounts, chattel paper, general intangibles intangibles, and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If an Event of Default shall have occurred and be continuing, each the Grantor shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such the Grantor and obligors on instruments for which such the Grantor is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s 's agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any the Grantor, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such the Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such the Grantor as trustee for the Agent, for its benefit and the benefit of the other Holders of Secured Obligations, without commingling the same with other funds of any the Grantor and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.

Notification to Account Debtors and Other Obligors. If a Default or an Event of Default shall have occurred and be continuing, each Grantor the Company shall, at the request of the Agent, notify account debtors on accounts, chattel paper and general intangibles of such Grantor the Company and obligors on instruments for which such Grantor the Company is an obligee of the security interest of the Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s 's agent therefor, and the Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Company, so notify account debtors and obligors. After the making of such a request or the giving of any such notification, such Grantor the Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor the Company as trustee for the Agent, for the benefit of the Banks and the Agent, without commingling the same with other funds of any Grantor the Company and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Agent to the Obligations, pro rata among the Holders after deducting amounts owing to the Agent for expenses incurred by the Agent, such proceeds to be immediately entered after final payment in cash or solvent credits of the items giving rise to them.