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

Notification to Account Debtors and Other Obligors. (a) If an Event of Default shall have occurred and be continuing, each Grantor shall, at the request of the Collateral 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 Collateral Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Collateral Agent or to any financial institution designated by the Collateral Agent as the Collateral Agent's agent therefor, and the Collateral Agent may itself, if 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, each Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor as trustee for the Collateral Agent, for the benefit of the Secured Creditors, without commingling the same with other funds of such Grantor 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, such proceeds to be immediately credited after final payment in cash or solvent credits of the items giving rise to them. Notwithstanding anything to the contrary in the foregoing, the Collateral Agent shall not deliver any "entitlement order" (within the meaning of Section 8-102 of the UCC), instruction, "Notice of Sole Control" or other order to any financial institution or securities intermediary with respect to any Collateral of a Grantor unless an Event of Default has occurred and is continuing.

Notification to Account Debtors and Other Obligors. (a) If an Event of Default shall have occurred and be continuing, each the Grantor shall, at the request of the Collateral Agent, notify account debtors on accounts, chattel paper and general intangibles accounts of such the Grantor and obligors on instruments for which such Grantor is an obligee of the security interest of the Collateral Agent in any account, chattel paper, general intangible or instrument account and that payment thereof is to be made directly to the Collateral Agent or to any financial institution designated by the Collateral Agent as the Collateral Agent's ’s agent therefor, and the Collateral Agent may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon any the Grantor, so notify account debtors and obligorsdebtors; provided, that no such notice shall be given to Xxxxxxx Xxxxxxx, Inc. or its Affiliates pursuant to the terms hereof so long as all payments for the benefit of the Grantor under the Xxxxxxx Matthey Refining Agreement are made to a Controlled Account. After the making of such a request or the giving of any such notification, each the Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments accounts received by such the Grantor as trustee for the Collateral Agent, for the benefit of the Secured CreditorsParties, without commingling the same with other funds of such the Grantor 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 accounts received by the Collateral Agent to the Obligations, such proceeds to be immediately credited after final payment in cash or solvent credits of the items giving rise to them. Notwithstanding anything to the contrary in the foregoing, the Collateral Agent shall not deliver any "“entitlement order" ” (within the meaning of Section 8-102 of the UCC), instruction, "“Notice of Sole Control" ” or other order to any financial institution or securities intermediary with respect to any Collateral of a Grantor unless an Event of Default has occurred and is continuing.

Notification to Account Debtors and Other Obligors. (a) If Following the Payment in Full of the Senior Lien Obligations, together with the Payment in Full of the Non-Cash Pay Second Lien Obligations, if an Event of Default shall have occurred and be continuing, each Grantor shall, at the request of the Collateral 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 Collateral Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Collateral Agent or to any financial institution designated by the Collateral Agent as the Collateral Agent's ’s agent therefor, and the Collateral 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, each such Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor as trustee for the Collateral Agent, for the benefit of the Secured Creditors, without commingling the same with other funds of such any Grantor 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 the Holders after deducting amounts owing to the Collateral Agent for expenses incurred by the Collateral Agent, such proceeds to be immediately credited entered after final payment in cash or solvent credits of the items giving rise to them. Notwithstanding anything to the contrary in the foregoing, the Collateral Agent shall not deliver any "entitlement order" (within the meaning of Section 8-102 of the UCC), instruction, "Notice of Sole Control" or other order to any financial institution or securities intermediary with respect to any Collateral of a Grantor unless an Event of Default has occurred and is continuing.

Notification to Account Debtors and Other Obligors. (a) If an Event of Default (wherever used in this document, as defined in the Indenture) shall have occurred and be continuing, each Grantor shall, the Borrowers shall at the request of the Collateral AgentAgent and in accordance with the terms of the Indenture, notify account debtors Account Debtors on accountsAccounts, chattel paper Chattel Paper and general intangibles General Intangibles of such Grantor the Borrowers and obligors on instruments Instruments for which such Grantor is the Borrowers are an obligee obligee, of the security interest of the Collateral Agent in any accountAccount, chattel paperChattel Paper, general intangible General Intangible or instrument Instrument and that that, subject to the terms of the Intercreditor Agreement and the Indenture, payment thereof is to be made directly to the Collateral Agent or to any financial institution designated by the Collateral Agent as the Collateral Agent's Agent ’s agent therefor, and the Collateral Agent may itself, if an Event of Default (wherever used in this document, as defined in the Indenture) shall have occurred and be continuing, without notice to or demand upon any Grantorthe Borrowers, so notify account debtors Account Debtors and obligors. After the making of such a request or the giving of any such notification, each Grantor the Borrowers shall hold any proceeds Proceeds of collection of accountsAccounts, chattel paperChattel Paper, general intangibles General Intangibles and instruments Instruments received by such Grantor the Borrowers as trustee for the Collateral Agent, for the benefit of the Secured CreditorsAgent and the Holders, without commingling the same with other funds of such Grantor the Borrowers and shall shall, subject to the terms of the Intercreditor Agreement and the Indenture, 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 Proceeds of collection of accountsAccounts, chattel paperChattel Paper, general intangibles General Intangibles and instruments Instruments received by the Collateral Agent first to the Obligations, such proceeds to be immediately credited after final payment Lender Indebtedness in cash or solvent credits accordance with the terms of the items giving rise to them. Notwithstanding anything Intercreditor Agreement and the Indenture and then to the contrary in the foregoing, the Collateral Agent shall not deliver any "entitlement order" (within the meaning of Section 8-102 Notes and other obligations of the UCC), instruction, "Notice Borrowers under the Indenture in accordance with the terms of Sole Control" or other order to any financial institution or securities intermediary with respect to any Collateral of a Grantor unless an Event of Default has occurred and is continuingthe Indenture.

Notification to Account Debtors and Other Obligors. (a) If an Event of Default shall have occurred and be continuing, each Grantor the Company shall, at the request of the Collateral AgentSECURED PARTY, 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 Collateral Agent SECURED PARTY in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Collateral Agent SECURED PARTY or to any financial institution designated by the Collateral Agent SECURED PARTY as the Collateral AgentSECURED PARTY's agent therefor, and the Collateral Agent SECURED PARTY 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, each 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 Collateral Agent, for the benefit of the Secured Creditors, SECURED PARTY without commingling the same with other funds of such Grantor the Company and shall turn the same over to the Collateral Agent SECURED PARTY in the identical form received, together with any necessary endorsements or assignments. The Collateral Agent SECURED PARTY shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Collateral Agent SECURED PARTY to the Obligations, such proceeds to be immediately credited entered after final payment in cash or solvent credits of the items giving rise to them. Notwithstanding anything to the contrary in the foregoing, the Collateral Agent shall not deliver any "entitlement order" (within the meaning of Section 8-102 of the UCC), instruction, "Notice of Sole Control" or other order to any financial institution or securities intermediary with respect to any Collateral of a Grantor unless an Event of Default has occurred and is continuing.

Notification to Account Debtors and Other Obligors. (a) If an Event of Default shall have occurred and be continuing, each Grantor subject to the Intercreditor Agreement, any one or all of the Grantors shall, at the request of the Collateral Agent, notify account debtors and other Persons obligated on accounts, chattel paper and general intangibles any of such Grantor and obligors on instruments for which such Grantor is an obligee the Collateral of the security interest of the Collateral Agent in any account, chattel paper, general intangible or instrument or other Collateral and that payment thereof is to be made directly to the Collateral Agent or to any financial institution designated by the Collateral Agent as the Collateral Agent's ’s agent therefor, and and, subject to the Intercreditor Agreement, the Collateral 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 obligorsother Persons obligated on Collateral. After the making of such a request or the giving of any such notification, each Grantor such Grantors shall hold any proceeds of collection of accounts, chattel paper, general intangibles intangibles, instruments and instruments other Collateral received by such Grantor Grantors as trustee for the Collateral Agent, for the benefit of the Secured CreditorsParties, without commingling the same with other funds of such Grantor and Grantors and, subject to the Intercreditor Agreement, shall turn the same over to the Collateral Agent in the identical form received, together with any necessary endorsements or assignments. The Subject to the Intercreditor Agreement, the Collateral Agent shall apply transfer the proceeds of collection of accounts, chattel paper, general intangibles intangibles, instruments and instruments other Collateral received by the Collateral Agent to the ObligationsTrustee, which shall apply such proceeds to be immediately credited after final payment in cash or solvent credits of the items giving rise to them. Notwithstanding anything to the contrary in the foregoing, the Collateral Agent shall not deliver any "entitlement order" (within the meaning of Section 8-102 of the UCC), instruction, "Notice of Sole Control" or other order to any financial institution or securities intermediary with respect to any Collateral of a Grantor unless an Event of Default has occurred and is continuingObligations.

Notification to Account Debtors and Other Obligors. (a) If an Event of Default shall have occurred and be continuingcontinuing (xxxx - Event of Default is not defined herein), each Grantor the Company shall, at the request of the Collateral AgentSECURED PARTY, 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 Collateral Agent SECURED PARTY in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Collateral Agent SECURED PARTY or to any financial institution designated by the Collateral Agent SECURED PARTY as the Collateral AgentSECURED PARTY's agent therefor, and the Collateral Agent SECURED PARTY may itself, if a Default or an Event of Default shall have occurred and be continuing, without after providing written notice to or the Company but without 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, each 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 Collateral Agent, for the benefit of the Secured Creditors, SECURED PARTY without commingling the same with other funds of such Grantor the Company and shall turn the same over to the Collateral Agent SECURED PARTY in the identical form received, together with any necessary endorsements or assignments. The Collateral Agent SECURED PARTY shall apply the proceeds of collection of accounts, chattel paper, general intangibles and instruments received by the Collateral Agent SECURED PARTY to the Obligations, such proceeds to be immediately credited entered after final payment in cash or solvent credits of the items giving rise to them. Notwithstanding anything to the contrary in the foregoing, the Collateral Agent shall not deliver any "entitlement order" (within the meaning of Section 8-102 of the UCC), instruction, "Notice of Sole Control" or other order to any financial institution or securities intermediary with respect to any Collateral of a Grantor unless an Event of Default has occurred and is continuing.

Notification to Account Debtors and Other Obligors. (a) If an Event of Default shall have occurred and be continuing, each Grantor shall, at the request of the Collateral 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 Collateral Agent in any account, chattel paper, general intangible or instrument and that payment thereof is to be made directly to the Collateral Agent or to any financial institution designated by the Collateral Agent as the Collateral Agent's ’s agent therefor, and the Collateral 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, each such Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles and instruments received by such Grantor as trustee for the Collateral Agent, for the benefit of the Secured Creditors, without commingling the same with other funds of such any Grantor 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 the Holders after deducting amounts owing to the Collateral Agent for expenses incurred by the Collateral Agent, such proceeds to be immediately credited entered after final payment in cash or solvent credits of the items giving rise to them. Notwithstanding anything to the contrary in the foregoing, the Collateral Agent shall not deliver any "entitlement order" (within the meaning of Section 8-102 of the UCC), instruction, "Notice of Sole Control" or other order to any financial institution or securities intermediary with respect to any Collateral of a Grantor unless an Event of Default has occurred and is continuing.