Common use of Notification to Account Debtors and Other Persons Obligated on Collateral Clause in Contracts

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company shall, at the request and option of the Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Agent in any account, chattel paper, general intangible, instrument or 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 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 the Company, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company as trustee for the Agent, for the benefit of the Lenders and the Agent, without commingling the same with other funds of 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, instruments and other Collateral received by the Agent to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company shall, at the request and option of the AgentLender, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Agent Lender in any account, chattel paper, general intangible, instrument or other Collateral 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 AgentLender'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 the Company, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company as trustee for the Agent, for the benefit of the Lenders and the Agent, Lender without commingling the same with other funds of the Company 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, instruments and other Collateral received by the Agent Lender to the Obligations, such proceeds to be immediately credited entered after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company Borrower shall, at the request and option of the Operations Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Agent or to any financial institution designated by the Operations Agent as the Operations Agent's ’s agent therefor, and the Operations Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon the CompanyBorrower, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company Borrower shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company Borrower as trustee for the Operations Agent, for the benefit of the Lenders and the Operations Agent, without commingling the same with other funds of the Company Borrower and shall turn the same over to the Operations Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations Agent to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company each Grantor shall, at the request and option of the Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral 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 the Companyany Grantor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company applicable Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company such Grantor as trustee for the Administrative Agent, for the benefit of the Lenders Secured Parties and the Administrative Agent, without commingling the same with other funds of the Company any Grantor 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, instruments and other Collateral received by the Administrative Agent to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company Maker shall, at the request and option of the Collateral Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Collateral Agent in any account, chattel paper, general intangible, 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 the Collateral Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without prior notice to or demand upon the CompanyMaker, so notify account debtors and other persons obligated on Collateral. The Collateral Agent agrees to promptly notify Maker after any such notification; provided, however, that failure to give such notice shall not affect the validity of such notification. After the making of such a request or the giving of any such notification, the Company Maker shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company Maker as trustee for the Agent, for the benefit of the Lenders and the Agent, Collateral Agent without commingling the same with other funds of the Company Maker 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, instruments and other Collateral received by the Collateral Agent to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company each Grantor shall, at the request and option of the Collateral Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Collateral Agent in any account, chattel paper, general intangible, 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 the Collateral Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, without notice to to, or demand upon the Companyupon, any Grantor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company such Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company such Grantor as trustee for the Collateral Agent, for the benefit of the Lenders Senior Secured Parties and the Collateral Agent, without commingling the same with other funds of the Company 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, instruments and other Collateral received by the Collateral Agent to the Senior Obligations, subject to the terms of the Intercreditor Agreement, in accordance with Section 8.03 of each Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company and each Guarantor shall, at the request and option of the AgentLender, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Agent Lender in any account, chattel paper, general intangible, instrument or other Collateral 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 AgentLender'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 the CompanyCompany or any Guarantor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company and each Guarantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company or such Guarantor as trustee for the Agent, for the benefit of the Lenders and the Agent, Lender without commingling the same with other funds of the Company or such 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, instruments and other Collateral received by the Agent Lender to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or Whenever an Event of Default shall have occurred exists which has not been waived and be continuingonly during the continuation of such Event of Default, the Company shall, at the request and option of the AgentLender, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Agent Lender in any accountAccount, chattel paperChattel Paper, general intangibleGeneral Intangible, instrument Instrument or other Collateral 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 whenever an Event of Default shall have occurred and be continuingexists , without notice to or demand upon the Company, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company shall hold as trustee for the Lender any proceeds Proceeds of collection of accountsAccounts, chattel paperChattel Paper, general intangiblesGeneral Intangibles, instruments Instruments and other Collateral received by the Company as trustee for the Agent, for the benefit of the Lenders and the Agent, without commingling the same with other funds of the Company 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, at its option, shall apply the proceeds Proceeds of collection of accountsAccounts, chattel paperChattel Paper, general intangiblesGeneral Intangibles, instruments Instruments and other Collateral received by the Agent Lender to the Secured Obligations, such proceeds Proceeds to be immediately credited entered after final payment in cash or other immediately available funds of the items giving rise to them, or hold such Proceeds as collateral for the Secured Obligations.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company The Borrowers shall, at the request and option of the Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral 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 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 the CompanyBorrowers, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company Borrowers shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company Borrowers as trustee for the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without commingling the same with other funds of the Company Borrowers 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, instruments and other Collateral received by the Administrative Agent to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company each Grantor shall, at the request and option of the Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral 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 the Companysuch Grantor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company such Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company such Grantor as trustee for the Administrative Agent, for the benefit of the Lenders and the AgentSecured Parties, without commingling the same with other funds of the Company such Grantor 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, instruments and other Collateral received by the Administrative Agent to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. Until the Administrative Agent requests, pursuant to the next sentence of this provision, that account debtors and other Persons obligated on any of the Collateral be notified of the Administrative Agent’s security interest in such Collateral, the Grantors shall continue to collect payments from such account debtors and other obligors. If a Default or an Event of Default shall have occurred and be continuing, the Company Grantors shall, at the request and option of the Administrative Agent, notify account debtors and other persons Persons obligated on any of the Collateral of the security interest of the Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral 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 the Companyany Grantor, so notify account debtors and other persons Persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company Grantors shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company Grantors as trustee for the Administrative Agent, for the benefit of the Administrative Agent, the Lenders and the AgentAgents, without commingling the same with other funds of the Company such Grantor 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 continuance of an Event of Default, the Administrative Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Administrative Agent to the ObligationsObligations in accordance with Section 8.03 of the Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company Borrower shall, at the request and option of the AgentLender, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Agent Lender in any account, chattel paper, general intangible, instrument or other Collateral 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 AgentLender's agent therefor, and the Agent Lender may itself, if a Default or an Event of Default shall have occurred and be continuingcontinuing beyond the applicable cure period, if any, without notice to or demand upon the CompanyBorrower, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company Borrower shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company Borrower as trustee for the Agent, for the benefit of the Lenders and the Agent, Lender without commingling the same with other funds of the Company 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, instruments and other Collateral received by the Agent Lender to the Obligations, such proceeds to be immediately credited entered after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company each Grantor shall, at the request and option of the Collateral Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Collateral Agent in any account, chattel paper, general intangible, 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 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 the Companyany Grantor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company each Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company such Grantor as trustee for the Collateral Agent, for the benefit of the Lenders Holders and the Collateral Agent, without commingling the same with other funds of the Company 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, instruments and other Collateral received by the Collateral Agent to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company each Grantor shall, at the request and option of the Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral 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 the Companysuch Grantor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company each Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company such Grantor as trustee for the Administrative Agent, for the benefit of the Lenders and the AgentSecured Parties, without commingling the same with other funds of the Company such Grantor 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, instruments and other Collateral received by the Administrative Agent to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or Each Company shall, following and during the continuance of an Event of Default shall have occurred and be continuing, the Company shallDefault, at the request and option of the Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral 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 following and during the continuance of an Event of Default, 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 the such Company, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the such Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the such Company as trustee for the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without commingling the same with other funds of the such Company 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, instruments and other Collateral received by the Administrative Agent to the ObligationsObligations in accordance with the Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company each Grantor shall, at the request and option of the Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest such Grantor of the Agent Security Interest in any account, chattel paper, general intangible, instrument or other Claims constituting Collateral 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 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 the Companyany Grantor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company each Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Claims constituting Collateral received by the Company Grantor as trustee for the Agent, for the benefit of the Lenders and the Agent, Secured Parties without commingling the same with other funds of the Company Grantor 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 may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Claims constituting Collateral received by the Administrative Agent or any other Secured Party to the Obligations, Secured Obligations or hold such proceeds as additional Collateral, at the option of the Administrative Agent. The provisions of Section 9-209 of the NYUCC shall not apply to be immediately credited after final any account, chattel paper or payment in cash intangible as to which notification of assignment has been sent to the account debtor or other immediately available funds of person obligation on the items giving rise to themCollateral, whether under this Section 11, Section 12 or Section 13.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Acceleration Event of Default shall have occurred and be continuing, the Company each Grantor shall, at the request and option of the Administrative Agent, notify its account debtors and other persons obligated on any of the Collateral of the security interest of the Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral 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 Acceleration Event of Default shall have occurred and be continuing, without notice to or demand upon the Companyrelevant Grantor, so notify account debtors and other persons 84027079_3 obligated on Collateral. After the making of such a request or the giving of any such notification, the Company relevant Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company such Grantor as trustee for the Agent, for the benefit of the Lenders and the Agent, Administrative Agent without commingling the same with other funds of the Company such Grantor 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 may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Administrative Agent to the Obligations, Secured Obligations or hold such proceeds as additional Collateral, at the option of the Administrative Agent. The provisions of Section 9‑209 of the NYUCC shall not apply to be immediately credited after final any account, chattel paper or payment in cash intangible as to which notification of assignment has been sent to the account debtor or other immediately available funds of person obligated on the items giving rise to themCollateral.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company Grantors shall, at the request and option of the AgentCollateral Agent , notify account debtors and other persons obligated on any of the Collateral of the security interest of the Collateral Agent in any account, chattel paper, general intangible, 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 Agent's its agent therefor, and the Collateral Agent may itselfthemselves, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon the CompanyGrantor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company Grantors shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company Grantor as trustee for the Agent, for the benefit of the Lenders and the Agent, Collateral Agent without commingling the same with other funds of the Company 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, instruments and other Collateral received by the Collateral Agent to the Obligations, such proceeds to be immediately credited entered after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, each of the Company Companies shall, at the written request and option of the Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral 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 upon notice to or demand upon the applicable Company, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company Companies shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the applicable Company 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 of the Company Companies 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, instruments and other Collateral received by the Administrative Agent to the ObligationsObligations in such order of priority as is contemplated by § 8.03 of the Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, then the Company Debtor shall, at the request and option of the Administrative Agent, notify account debtors and other persons Persons obligated on any of the Collateral of the security interest of the Administrative Agent in any account, as-extracted collateral, chattel paper, general intangible, instrument or other Collateral 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 the CompanyDebtor, so notify account debtors and other persons Persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company Debtor shall hold any proceeds of collection of accounts, as-extracted collateral, chattel paper, general intangibles, instruments and other Collateral received by the Company Debtor as trustee for the Agent, for the benefit of the Lenders and the Agent, Administrative Agent without commingling the same with other funds of the Company Debtor 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, as-extracted collateral, chattel paper, general intangibles, instruments and other Collateral received by the Administrative Agent to the ObligationsObligations in accordance with Section 5.01(b), such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company shall, at the request and option of the AgentLender, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Agent Lender in any account, chattel paper, general intangible, instrument or other Collateral 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 AgentLender'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 the Company, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company as trustee for the Agent, for the benefit of the Lenders and the Agent, Lender without commingling the same with other funds of the Company 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, instruments and other Collateral received by the Agent Lender to the Obligations, such proceeds to be immediately credited entered after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, each of the Company Obligors shall, at the request and option of the Collateral Agent, notify account debtors with respect to the Collateral and other persons Persons obligated on any of the Collateral of the security interest of the Collateral Agent in any account, chattel paper, general intangible, 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 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 the Companyany Obligor, so notify account debtors and other persons Persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company Obligors shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company any Obligor as trustee for the Collateral Agent, for the benefit of the Lenders Secured Parties and the Collateral Agent, without commingling the same with other funds of any one or more of the Company Obligors 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, instruments and other Collateral received by the Collateral Agent to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of Secured Obligations as contemplated by the items giving rise to themIntercreditor Agreement.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default at any time any Company is not in compliance with the requirements of ss.10.13 of the Credit Agreement, or if an Event of Default shall have occurred and be continuing, each of the Company Companies shall, at the request and option of the Administrative Agent, notify account debtors and other persons obligated on any of the Collateral pledged by it hereunder of the security interest of the Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral pledged by it hereunder 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 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 the such Company, so notify account debtors and other persons obligated on CollateralCollateral pledged by such Company hereunder. After the making of such a request or the giving of any such notification, the each such Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the such Company as trustee for the Administrative Agent, for the benefit of the Lenders Banks and the Administrative Agent, without commingling the same with other funds of the such Company 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, instruments and other Collateral received by the Administrative Agent to the ObligationsObligations in accordance with the terms of the Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company Grantors shall, at the request and option of the Collateral Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Collateral Agent in any account, chattel paper, general intangible, 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 Agent's its 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 the CompanyGrantor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company Grantors shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company Grantor as trustee for the Agent, for the benefit of the Lenders and the Agent, Collateral Agent without commingling the same with other funds of the Company 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, instruments and other Collateral received by the Collateral Agent to the Obligations, such proceeds to be immediately credited entered after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or Each Company shall, following and during the continuance of an Event of Default shall have occurred and be continuing, the Company shallDefault, at the request and option of the Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral 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 agent therefor, and following and during the continuance of an Event of Default, 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 the such Company, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the such Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the such Company as trustee for the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without commingling the same with other funds of the such Company 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, instruments and other Collateral received by the Administrative Agent to the ObligationsObligations in accordance with the Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company shall, Debtor shall at the request and option of the AgentLender, notify account debtors debtors, charterers, and other persons obligated on respecting any of the Collateral of the security interest of the Agent Lender in any account, charter, chattel paper, general intangible, instrument or other Collateral 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 the CompanyDebtor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company Debtor shall hold any proceeds of collection of accounts, charters, chattel paper, general intangibles, instruments and other Collateral received by Debtor as trustee for the Lender without commingling the same with other funds of Debtor and shall turn the same over to the Lender in the identical form received, together with any necessary endorsements or assignments, provided that as long as an Event of Default has not occurred and is continuing, the Debtor may collect and use the accounts, charters, chattel paper, general intangibles, instruments and other Collateral in the ordinary course of business. The Lender shall apply the proceeds of collection of accounts, charters, chattel paper, general intangibles, instruments and other Collateral received by the Company as trustee for the Agent, for the benefit of the Lenders and the Agent, without commingling the same with other funds of 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, instruments and other Collateral received by the Agent Lender to the Obligations, pursuant to § 2.4(b) of the Loan Agreement, such proceeds to be immediately credited entered after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company shall, at the request and option of the Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Agent in any account, chattel paper, general intangible, instrument or 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 its 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 the Company, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company as trustee for the Agent, for the benefit of the Lenders and the Agent, Agent without commingling the same with other funds of 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, instruments and other Collateral received by the Agent to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, each of the Company Grantors shall, at the request and option of the Agent, notify account debtors and other persons Persons obligated on any of the Collateral pledged by such Grantor of the security interest of the Agent in any account, chattel paper, general intangible, instrument or other Collateral pledged by such Grantor and that payment thereof is to be made directly to the Agent 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 of the CompanyGrantors, so notify account debtors and other persons Persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company each Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company as trustee for the Agent, such Grantor in trust for the benefit of the Lenders and the Agent, without commingling the same with other funds of the Company such 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, instruments and other Collateral received by the Agent to the ObligationsSecured Obligations in accordance with the Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Acceleration Event of Default shall have occurred and be continuing, the Company each Grantor shall, at the request and option of the Administrative Agent, notify its account debtors and other persons obligated on any of the Collateral of the security interest of the Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral 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 Acceleration Event of Default shall have occurred and be continuing, without notice to or demand upon the Companyrelevant Grantor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company relevant Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company such Grantor as trustee for the Agent, for the benefit of the Lenders and the Agent, Administrative Agent without commingling the same with other funds of the Company such Grantor 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 may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Administrative Agent to the Obligations, Secured Obligations or hold such proceeds as additional Collateral, at the option of the Administrative Agent. The provisions of Section 9-209 of the NYUCC shall not apply to be immediately credited after final any account, chattel paper or payment in cash intangible as to which notification of assignment has been sent to the account debtor or other immediately available funds of person obligated on the items giving rise to themCollateral.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company Borrower shall, at the request and option of the Agent, notify account debtors and other persons Persons obligated on any of the Collateral of the security interest of the Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof thereon 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 the CompanyBorrower, so notify account debtors and other persons Persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company Borrower shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company Borrower as trustee for the Agent, for the benefit of the Lenders Banks and the Agent, without commingling the same with other funds of the Company 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, instruments and other Collateral received by the Agent to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company each Obligor shall, at the request and option of the Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Administrative Agent in any account, chattel paper, general intangible, instrument account or other Collateral 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 agent therefor, and the Administrative Agent may itself, if a Default or an Event of Default shall have occurred and be continuing, continuing without notice to or demand upon the Companysuch Obligor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notificationnotification in accordance with the terms hereof, the Company such Obligor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments accounts and other Collateral received by the Company such Obligor as trustee for the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without commingling the same with other funds of the Company such Obligor 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, instruments accounts and other Collateral received by the Administrative Agent to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the each Company shall, at the request and option of the Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral 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 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 the such Company, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the each Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the such Company as trustee for the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without commingling the same with other funds of the such Company 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, instruments and other Collateral received by the Administrative Agent to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company each Grantor shall, at the request and option of the Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest such Grantor of the Agent Security Interest in any account, chattel paper, general intangible, instrument or other claims constituting Collateral 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 the Companyany Grantor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company each Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Company Grantor as trustee for the Agent, for the benefit of the Lenders and the Agent, Secured Parties without commingling the same with other funds of the Company Grantor and shall turn the same over to the Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The If an Event of Default shall have occurred and be continuing, the Administrative Agent shall may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Administrative Agent or any other Secured Party to the Obligations, Secured Obligations or hold such proceeds as additional Collateral, at the option of the Administrative Agent. The provisions of Section 9-209 of the NYUCC shall not apply to be immediately credited after final any account, chattel paper or payment in cash intangible as to which notification of assignment has been sent to the account debtor or other immediately available funds of person obligation on the items giving rise to themCollateral, whether under this Section 10, Section 11 or Section 12.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company Borrower shall, at the request and option of the AgentLender, notify account debtors debtors, charterers, and other persons obligated on respecting any of the Collateral of the security interest of the Agent Lender in any account, charter, chattel paper, general intangible, instrument or other Collateral 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 the CompanyBorrower, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company Borrower shall hold any proceeds of collection of accounts, charters, chattel paper, general intangibles, instruments and other Collateral received by the Company Borrower as trustee for the Agent, for the benefit of the Lenders and the Agent, Lender without commingling the same with other funds of the Company 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, charters, chattel paper, general intangibles, instruments and other Collateral received by the Agent Lender to the Obligations, pursuant to § 2.4(b) of the Loan Agreement, such proceeds to be immediately credited entered after final payment in cash or other immediately available funds of the items giving rise to them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If a Default or an Event of Default shall have occurred and be continuing, the Company each Grantor shall, at the request and option of the Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral 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 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 to, or demand upon the Companyupon, any Grantor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, the Company such Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Company such Grantor as trustee for the Administrative Agent, for the benefit of the Lenders Secured Parties and the Administrative Agent, without commingling the same with other funds of the Company such Grantor 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, instruments and other Collateral received by the Administrative Agent to the ObligationsSecured Obligations in accordance with Section 2.18(b) of the Credit Agreement, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.