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 an Enforcement Event shall have occurred and be continuing, Pledgor shall notify account debtors and other persons obligated on any of the Collateral of the security interest of Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to Secured Party or to any financial institution designated by Secured Party as Secured Party's agent therefor, and Secured Party (acting on instructions received pursuant to the terms of the STID) may itself, if an Enforcement Event shall have occurred and be continuing, without notice to or demand upon Pledgor, so notify account debtors and other persons obligated on Collateral. After the giving of any such notification, Pledgor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Pledgor as trustee for Secured Party without commingling the same with other funds of Pledgor and shall turn the same over to Secured Party in the identical form received, together with any necessary endorsements or assignments. Secured Party may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Secured Party to the Secured Obligations or hold such proceeds as additional Collateral, at the option of Secured Party in accordance with the STID. The provisions of Section 9-209 of the NYUCC shall not apply to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateral.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event of Default shall have occurred and be continuing, Pledgor shall the Guarantor 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 Secured Party the Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to Secured Party the Agent or to any financial institution designated by Secured Party the Agent as Secured Party's the Agent’s agent therefor, and Secured Party (acting on instructions received pursuant to the terms of the STID) Agent may itself, if an Enforcement Event of Default shall have occurred and be continuing, without notice to or demand upon Pledgorthe Guarantor, so notify account debtors and other persons obligated on Collateral, which notice may include the provision to such account debtors and other persons of an accounts receivable letter which, if provided, may be (a) substantially in the form attached hereto as Exhibit A (Agent having required Guarantor to execute an undated accounts receivable letter in the form of Exhibit A attached hereto which Agent agrees to hold and not release unless Agent is permitted to send such letter as provided in this Section 13), or (b) in another form satisfactory to the Agent, executed by Guarantor upon request of Agent. After the making of such a request or the giving of any such notification, Pledgor the Guarantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Pledgor the Guarantor as trustee for Secured Party the Agent without commingling the same with other funds of Pledgor the Guarantor and shall turn the same over to Secured Party the Agent in the identical form received, together with any necessary endorsements or assignments. Secured Party may The Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Secured Party the Agent to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option of Secured Party to be immediately credited after final payment in accordance with the STID. The provisions of Section 9-209 cash or other immediately available funds of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateralthem.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event of Default shall have occurred and be continuing, Pledgor shall each Grantor shall, at the request of the Agent, notify account debtors and other persons obligated on any of the Collateral of such Grantor of the security interest of Secured Party 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 Secured Party the Agent or to any financial institution designated by Secured Party the Agent as Secured Party's the Agent’s agent therefor, and Secured Party (acting on instructions received pursuant to the terms of the STID) Agent may itself, if an Enforcement Event of Default shall have occurred and be continuing, without notice to or demand upon Pledgorany 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, Pledgor each Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by Pledgor the Grantor as trustee for the Secured Party Creditors without commingling the same with other funds of Pledgor the Grantor and shall turn the same over to Secured Party the Agent in the identical form received, together with any necessary endorsements or assignments. Secured Party The Agent shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Without limitation of the foregoing, during the continuation of an Event of Default (1) the Agent shall have the right, but not the obligation, to make test verifications of the accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Agent may require in connection with such test verifications, and (2) the Agent in its own name or in the name of others may communicate with account debtors on the accounts to verify with them to the Agent’s satisfaction the existence, amount and terms of any accounts. The Agent may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Agent or any other Secured Party Creditor to the Secured Obligations or hold such proceeds as additional Collateral, at the option of Secured Party in accordance with the STIDAgent. The provisions of Section 9-209 of the NYUCC shall not apply to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateral, whether under this Section 11, Section 12 or Section 13.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event of Default shall have occurred and be continuing, Pledgor shall Debtor shall, at the request and option of Secured Party, notify account debtors and other persons obligated on any of the Collateral of the security interest of Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to Secured Party or to any financial institution designated by Secured Party as Secured Party's ’s agent therefor, and Secured Party (acting on instructions received pursuant to the terms of the STID) may itself, if an Enforcement Event of Default shall have occurred and be continuing, without notice to or demand upon PledgorDebtor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, Pledgor Debtor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Pledgor Debtor as trustee for Secured Party without commingling the same with other funds of Pledgor Debtor and shall turn the same over to Secured Party in the identical form received, together with any necessary endorsements or assignments. Secured Party may shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Secured Party to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option of Secured Party to be immediately credited after final payment in accordance with the STID. The provisions of Section 9-209 cash or other immediately available funds of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateralthem.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event of Default shall have occurred and be continuing, Pledgor shall the Company shall, at the request of the Lender, notify account debtors and other persons obligated on any of the Collateral of the security interest of Secured Party the Lender in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to Secured Party the Lender or to any financial institution designated by Secured Party the Lender as Secured Partythe Lender's agent therefor, and Secured Party (acting on instructions received pursuant to the terms of the STID) Lender may itself, if an Enforcement Event of Default shall have occurred and be continuing, without notice to or demand upon Pledgorthe 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, Pledgor the Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Pledgor the Company as trustee for Secured Party the Lender without commingling the same with other funds of Pledgor the Company and shall turn the same over to Secured Party the Lender in the identical form received, together with any necessary endorsements or assignments. Secured Party may The Lender shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Secured Party the Lender to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option of Secured Party to be immediately entered after final payment in accordance with the STID. The provisions of Section 9-209 cash or other immediately available funds of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateralthem.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event of Default shall have occurred and be continuing, Pledgor shall but subject in all cases to the terms of any applicable Intercreditor Agreement: (a) the Company shall, at the request and option of the Secured Party, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Secured Party or to any financial institution designated by the Secured Party as the Secured Party's ’s agent therefor, and ; (b) the Secured Party (acting on instructions received pursuant to the terms of the STID) may itself, if an Enforcement Event shall have occurred and be continuing, without notice to or demand upon Pledgorthe Company, so notify account debtors and other persons obligated on Collateral. After ; (c) after the making of such a request or the giving of any such notification, Pledgor the Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Pledgor the Company as trustee for the Secured Party Party, for the benefit of the Secured Party, without commingling the same with other funds of Pledgor the Company and shall turn the same over to the Secured Party in the identical form received, together with any necessary endorsements or assignments. ; and (d) the Secured Party may shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral and received by the Secured Party to the Secured Obligations or hold payment of the Obligations, such proceeds as additional Collateral, at the option of Secured Party to be immediately credited after final payment in accordance with the STID. The provisions of Section 9-209 cash or other immediately available funds of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateralthem.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event of Default shall have occurred and be continuing, Pledgor shall (a) each Grantor shall, at the request and option of the Secured Party, notify account debtors and other persons Persons obligated on any of the Collateral of the security interest Security Interest of the Secured Party in n any account, chattel paper, general intangible, instrument or other property of such Grantor constituting Collateral and that payment thereof of such obligor’s obligation is to be made directly to the Secured Party or to any financial institution designated by the Secured Party as the Secured Party's ’s agent therefor, and (b) the Secured Party (acting on instructions received pursuant to the terms of the STID) may itself, if an Enforcement Event shall have occurred and be continuing, without notice to or demand upon Pledgorany Grantor, so notify such account debtors and other persons Persons obligated on such Collateral. After the making of such a request by the Secured Party or the giving of any such notificationnotification by the Secured Party (as applicable), Pledgor each Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Pledgor such Grantor as trustee for the Secured Party without commingling the same with other funds of Pledgor such Grantor and shall turn the same over to the Secured Party in the identical form received, together with any necessary endorsements or assignments. Secured Party may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Secured Party to the Secured Obligations or hold such proceeds as additional Collateral, at the option of Secured Party in accordance with the STID. The provisions of Section 9-209 of the NYUCC shall not apply to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation Person obligated on the Collateral.

Notification to Account Debtors and Other Persons Obligated on Collateral. If Whenever an Enforcement Event shall have occurred of Default exists which has not been waived and be continuingonly during the continuation of such Event of Default, Pledgor shall Guarantor shall, at the request of the Lender, notify account debtors and other persons obligated on any of the Collateral of the security interest of Secured Party the 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 Secured Party the Lender or to any financial institution designated by Secured Party the Lender as Secured Party's the Lender’s agent therefor, and Secured Party (acting on instructions received pursuant to the terms of the STID) Lender may itself, if whenever an Enforcement Event shall have occurred and be continuingof Default exists , without notice to or demand upon PledgorGuarantor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, Pledgor Guarantor 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 Pledgor as trustee for Secured Party Guarantor without commingling the same with other funds of Pledgor Guarantor and shall turn the same over to Secured Party the Lender in the identical form received, together with any necessary endorsements or assignments. Secured Party may The 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 Secured Party the Lender to the Secured Obligations Obligations, such Proceeds to be immediately entered after final payment in cash or other immediately available funds of the items giving rise to them, or hold such proceeds Proceeds as additional Collateral, at collateral for the option of Secured Party in accordance with the STID. The provisions of Section 9-209 of the NYUCC shall not apply to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the CollateralObligations.

Notification to Account Debtors and Other Persons Obligated on Collateral. If Whenever an Enforcement Event shall have occurred of Default exists which has not been waived and be continuingonly during the continuation of such Event of Default, Pledgor shall the Company shall, at the request of the Lender, notify account debtors and other persons obligated on any of the Collateral of the security interest of Secured Party the 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 Secured Party the Lender or to any financial institution designated by Secured Party the Lender as Secured Party's the Lender’s agent therefor, and Secured Party (acting on instructions received pursuant to the terms of the STID) Lender may itself, if whenever an Enforcement Event shall have occurred and be continuingof Default exists , without notice to or demand upon Pledgorthe 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, Pledgor 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 Pledgor as trustee for Secured Party the Company without commingling the same with other funds of Pledgor the Company and shall turn the same over to Secured Party the Lender in the identical form received, together with any necessary endorsements or assignments. Secured Party may The 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 Secured Party the Lender to the Secured Obligations Obligations, such Proceeds to be immediately entered after final payment in cash or other immediately available funds of the items giving rise to them, or hold such proceeds Proceeds as additional Collateral, at collateral for the option of Secured Party in accordance with the STID. The provisions of Section 9-209 of the NYUCC shall not apply to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the CollateralObligations.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event of Default shall have occurred and be continuing, Pledgor shall the Debtor shall, at the request of the Secured Party, notify account debtors Account Debtors and other persons obligated on any of the Collateral of the security interest of the Secured Party in any accountAccount, chattel paperChattel Paper, general intangibleGeneral Intangible, instrument Instrument or other Collateral and that that, subject to the prior rights of the Senior Creditors, payment thereof is to be made directly to the Secured Party or to any financial institution designated by the Secured Party as the Secured Party's agent ’s Representative therefor, and the Secured Party (acting on instructions received pursuant to the terms of the STID) may itself, if an Enforcement Event of Default shall have occurred and be continuing, without notice to or demand upon Pledgorthe Debtor, so notify account debtors Account Debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, Pledgor the Debtor shall hold any proceeds of collection of accountsAccounts, chattel paperChattel Paper, general intangiblesGeneral Intangibles, instruments Instruments and other Collateral received by Pledgor the Debtor as trustee for the Secured Party without commingling the same with other funds of Pledgor and the Debtor and, subject to the Senior Subordination Agreement, shall turn the same over to the Secured Party or its Representative in the identical form received, together with any necessary endorsements or assignments. The Secured Party may shall apply the proceeds of collection of accountsAccounts, chattel paperChattel Paper, general intangiblesGeneral Intangibles, instruments Instruments and other Collateral received by the Secured Party to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option of Secured Party to be immediately entered after final payment in accordance with the STID. The provisions of Section 9-209 cash or other immediately available funds of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateralthem.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event shall have occurred and be continuingDebtor, Pledgor at the request of the Secured Party, shall notify account debtors and other persons obligated on any of the Collateral of the security interest of the Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment payments in respect thereof is are to be made directly to the Secured Party or to any financial institution designated by the Secured Party as the Secured Party's ’s agent therefor, and the Secured Party (acting on instructions received pursuant to the terms of the STID) may itself, if an Enforcement Event shall have of Default has occurred and be is continuing, without notice to or demand upon Pledgorthe Debtor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, Pledgor the Debtor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments the Collateral and other Collateral received by Pledgor the Debtor as trustee for the Secured Party without commingling the same with other funds of Pledgor the Debtor and shall turn the same over to the Secured Party in the identical form received, together with any necessary endorsements or assignments. , for deposit in a special bank account maintained by the Secured Party may over which the Secured Party alone has power of withdrawal. In addition, if requested by the Secured Party, the Debtor will immediately notify all account debtors and other persons obligated in respect of Collateral to direct payments to the Secured Party. The Secured Party shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments the Collateral and other Collateral received by the Secured Party to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option of Secured Party to be applied promptly after final payment in accordance with the STID. The provisions of Section 9-209 cash or other immediately available funds of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateralthem.

Notification to Account Debtors and Other Persons Obligated on Collateral. If Subject to the Intercreditor Agreement, if a Default or an Enforcement Event of Default shall have occurred and be continuing, Pledgor shall the Debtors shall, at the request and option of the Secured Party, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Secured Party or to any financial institution designated by the Secured Party as the Secured Party's ’s agent therefor, and the Secured Party (acting on instructions received pursuant to the terms of the STID) may itself, if an Enforcement Event shall have occurred and be continuing, without prior notice to or demand upon Pledgorthe Debtors, so notify account debtors and other persons obligated on Collateral. After If the giving of any such notificationSecured Party notifies the Debtors that it has elected to notify account debtors and other persons obligated on Collateral in accordance with the preceding sentence, Pledgor the Debtors shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Pledgor the Debtors as trustee for the Secured Party without commingling the same with other funds of Pledgor the Debtors and shall turn the same over to the Secured Party in the identical form received, together with any necessary endorsements or assignments. The Secured Party may shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Secured Party to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option of Secured Party to be immediately credited after final payment in accordance with the STID. The provisions of Section 9-209 cash or other immediately available funds of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateralthem.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event of Default shall have occurred and be continuing, Pledgor shall each Grantor shall, at the request of the Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of such Grantor of the security interest of Secured Party 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 Secured Party the Administrative Agent or to any financial institution designated by Secured Party the Administrative Agent as Secured Party's the Administrative Agent’s agent therefor, and Secured Party (acting on instructions received pursuant to the terms of the STID) Administrative Agent may itself, if an Enforcement Event of Default shall have occurred and be continuing, without notice to or demand upon Pledgorany 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, Pledgor each Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by Pledgor the Grantor as trustee for the Secured Party Parties without commingling the same with other funds of Pledgor the Grantor and shall turn the same over to Secured Party the Administrative Agent in the identical form received, together with any necessary endorsements or assignments. Secured Party If an Event of Default shall have occurred and be continuing, the Administrative Agent 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 Secured Obligations or hold such proceeds as additional Collateral, at the option of Secured Party in accordance with the STIDAdministrative Agent. The provisions of Section 9-209 of the NYUCC shall not apply to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateral, whether under this Section 10, Section 11 or Section 12.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event of Default shall have occurred and be continuing, Pledgor shall each of the 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 Secured Party the Collateral Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to Secured Party the Collateral Agent or to any financial institution designated by Secured Party the Collateral Agent as Secured Partythe Collateral Agent's agent therefor, and Secured Party (acting on instructions received pursuant to the terms of the STID) Collateral Agent may itself, if an Enforcement Event of Default shall have occurred and be continuing, without notice to or demand upon Pledgorany 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, Pledgor the Obligors shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Pledgor any Obligor as trustee for the Collateral Agent, for the benefit of the Secured Party Parties and the Collateral Agent, without commingling the same with other funds of Pledgor any one or more of the Obligors and shall turn the same over to Secured Party the Collateral Agent in the identical form received, together with any necessary endorsements or assignments. Secured Party may The Collateral Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Secured Party the Collateral Agent to the Secured Obligations or hold such proceeds as additional Collateral, at contemplated by the option of Secured Party in accordance with the STID. The provisions of Section 9-209 of the NYUCC shall not apply to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the CollateralIntercreditor Agreement.

Notification to Account Debtors and Other Persons Obligated on Collateral. If The Debtor shall, at the request and option of the Secured Party whether or not an Enforcement Event shall have occurred and be continuingof Default has occurred, Pledgor shall notify account debtors debtors, tenants, debtors, and other persons obligated on any of the Collateral of the security interest of the Secured Party in any account, chattel paper, general intangible, instrument intercompany note, instrument, chattel paper, or other Collateral and that payment thereof is to be made directly to the Secured Party or to any financial institution designated by the Secured Party as the Secured Party's ’s agent thereforxxxxxxxx, and the Secured Party (acting on instructions received pursuant to the terms of the STID) may itself, if an Enforcement Event shall have occurred and be continuing, without notice to or demand upon Pledgorthe Debtor and whether or not an Event of Default has occurred, so notify account debtors debtors, tenants, debtors, and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, Pledgor the Debtor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments instruments, intercompany notes, and other Collateral received by Pledgor the Debtor as trustee for the Secured Party without commingling the same with other funds of Pledgor the Debtor and shall turn the same over to the Secured Party in the identical form received, together with any necessary endorsements or assignments. The Secured Party may shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments instruments, intercompany notes, and other Collateral received by the Secured Party to the Secured Obligations or hold in the order provided for in the Loan Agreement, such proceeds as additional Collateral, at the option of Secured Party to be immediately credited after final payment in accordance with the STID. The provisions of Section 9-209 cash or other immediately available funds of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateralthem. 14.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event a Default shall have occurred occurred, the Debtors shall, at the request and be continuingoption of the Secured Party, Pledgor shall notify account debtors and other persons obligated on any of the Collateral of the security interest of the Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Secured Party or to any financial institution designated by the Secured Party as the Secured Party's agent therefor, and the Secured Party (acting on instructions received pursuant to the terms of the STID) may itself, if an Enforcement Event a Default shall have occurred and be continuing, without notice to or demand upon Pledgorthe Debtors, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, Pledgor the Debtors shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Pledgor the Debtors as trustee for the Secured Party without commingling the same with other funds of Pledgor the Debtors and shall turn the same over to the Secured Party in the identical form received, together with any necessary endorsements or assignments. The Secured Party may shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Secured Party to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option of Secured Party to be immediately credited after final payment in accordance with the STID. The provisions of Section 9-209 cash or other immediately available funds of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateralthem.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement a Loan Default Event shall have occurred and be continuing, Pledgor shall the Grantor shall, at the request and option of the Secured Party, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Secured Party or to any financial institution designated by the Secured Party as the Secured Party's ’s agent therefor, and the Secured Party (acting on instructions received pursuant to the terms of the STID) may itself, if an Enforcement a Loan Default Event shall have occurred and be continuing, without notice to or demand upon Pledgorthe 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, Pledgor the Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Pledgor the Grantor as trustee for the Secured Party Party, for the benefit of the Secured Parties and the Secured Party, without commingling the same with other funds of Pledgor the Grantor and shall turn the same over to the Secured Party in the identical form received, together with any necessary endorsements or assignments. The Secured Party may shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Secured Party to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option of Secured Party to be immediately credited after final payment in accordance with the STID. The provisions of Section 9-209 cash or other immediately available funds of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateralthem.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event of Default shall have occurred and be continuing, Pledgor shall the Company shall, at the request of the Secured Party, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Secured Party or to any financial institution designated by the Secured Party as the Secured Party's agent therefor, and the Secured Party (acting on instructions received pursuant to the terms of the STID) may itself, if an Enforcement Event of Default shall have occurred and be continuing, without notice to or demand upon Pledgorthe 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, Pledgor the Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Pledgor the Company as trustee for the Secured Party without commingling the same with other funds of Pledgor the Company and shall turn the same over to the Secured Party in the identical form received, together with any necessary endorsements or assignments. Secured Party may shall also have the right at any time to enforce Company's rights against account debtors or other persons obligated on any Collateral. The Secured Party shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Secured Party to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option of Secured Party to be immediately entered after final payment in accordance with the STID. The provisions of Section 9-209 cash or other immediately available funds of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateralthem.

Notification to Account Debtors and Other Persons Obligated on Collateral. If The CITEL Parties shall, at the request and option of the Secured Party during a continuance of an Enforcement Event shall have occurred of Default, and be continuingsubject to the rights of holders of Permitted Liens, Pledgor shall notify account debtors and other persons obligated on any of the Collateral of the security interest of the Secured Party Party, in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Secured Party Party, or to any financial institution designated by the Secured Party as the Secured Party's agent therefor, and the Secured Party (acting on instructions received pursuant to the terms of the STID) may itself, if an Enforcement Event of Default shall have occurred and be continuing, without notice to or demand upon Pledgorthe CITEL Parties, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, Pledgor each CITEL Party shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Pledgor such CITEL Party as trustee for the Secured Party without commingling the same with other funds of Pledgor such CITEL Party and shall turn the same over to the Secured Party in the identical form received, together with any necessary endorsements or assignments. The Secured Party may shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Secured Party to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option of Secured Party to be immediately credited after final payment in accordance with the STID. The provisions of Section 9-209 cash or other immediately available funds of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateralthem.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event of Default shall have occurred and be continuing, Pledgor shall the Debtor shall, at the request of the Secured Party, notify account debtors Account Debtors and other persons obligated on any of the Collateral of the security interest of the Secured Party in any accountAccount, chattel paperChattel Paper, general intangibleGeneral Intangible, instrument Instrument or other Collateral and that that, subject to the prior rights of the Senior Creditors and the Senior Note Purchaser, payment thereof is to be made directly to the Secured Party or to any financial institution designated by the Secured Party as the Secured Party's agent ’s Representative therefor, and the Secured Party (acting on instructions received pursuant to the terms of the STID) may itself, if an Enforcement Event of Default shall have occurred and be continuing, without notice to or demand upon Pledgorthe Debtor, so notify account debtors Account Debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, Pledgor the Debtor shall hold any proceeds of collection of accountsAccounts, chattel paperChattel Paper, general intangiblesGeneral Intangibles, instruments Instruments and other Collateral received by Pledgor the Debtor as trustee for the Secured Party without commingling the same with other funds of Pledgor the Debtor and, subject to the Senior Subordination Agreement and Junior Subordination Agreement, shall turn the same over to the Secured Party or its Representative in the identical form received, together with any necessary endorsements or assignments. The Secured Party may shall apply the proceeds of collection of accountsAccounts, chattel paperChattel Paper, general intangiblesGeneral Intangibles, instruments Instruments and other Collateral received by the Secured Party to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option of Secured Party to be immediately entered after final payment in accordance with the STID. The provisions of Section 9-209 cash or other immediately available funds of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateralthem.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event of Default shall have occurred and be continuing, Pledgor shall each Debtor shall, at the request of the Secured Party, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Secured Party or to any financial institution designated by the Secured Party as the Secured Party's agent therefor, and the Secured Party (acting on instructions received pursuant to the terms of the STID) may itself, if an Enforcement Event of Default shall have occurred and be continuing, without notice to or demand upon Pledgorthe Debtors, so notify account debtors and other persons obligated on Collateral; it being agreed and understood that such notices may not be enforceable with respect to any such account debtors or other persons obligated on any of the Collateral that are governmental entities. After the making of such a request or the giving of any such notification, Pledgor each Debtor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Pledgor such Debtor as trustee for the Secured Party without commingling the same with other funds of Pledgor such Debtor and shall turn the same over to the Secured Party in the identical form received, together with any necessary endorsements or assignments. The Secured Party may shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Secured Party to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option of Secured Party to be immediately entered after final payment in accordance with the STID. The provisions of Section 9-209 cash or other immediately available funds of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateralthem.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event shall have occurred and be continuingAt the request of Secured Party, Pledgor shall notify account debtors and other persons obligated on any of the Collateral of the security interest Lien of Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to Secured Party Party, or to the Lock Box established pursuant to Section 11(e) below or to any other financial institution designated by Secured Party as Secured Party's ’s agent therefor, and Secured Party (acting on instructions received pursuant to the terms of the STID) may itself, if an Enforcement Event shall have occurred and be continuing, without notice to or demand upon PledgorGrantor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, Pledgor Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Pledgor Grantor as trustee for Secured Party without commingling the same with other funds of Pledgor Grantor and shall turn the same over to Secured Party in the identical form received, together with any necessary endorsements or assignments. Secured Party may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Secured Party to the Secured Obligations or hold such proceeds as additional Collateral, at the option of Secured Party in accordance with the STIDParty. The provisions of Section 9-209 of the NYUCC NVUCC shall not apply to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateral.; and

Notification to Account Debtors and Other Persons Obligated on Collateral. If Whenever an Enforcement Event shall have occurred of Default exists which has not been waived and be continuingonly during the continuation of such Event of Default, Pledgor shall the Company shall, at the request of the Lenders, notify account debtors and other persons obligated on any of the Collateral of the security interest of Secured Party the Lenders in any accountAccount, chattel paperChattel Paper, general intangibleGeneral Intangible, instrument Instrument or other Collateral and that payment thereof is to be made directly to Secured Party the Lenders or to any financial institution designated by Secured Party the Lenders as Secured Party's the Lenders’ agent therefor, and Secured Party (acting on instructions received pursuant to the terms of the STID) Lenders may itself, if whenever an Enforcement Event shall have occurred and be continuingof Default exists , without notice to or demand upon Pledgorthe 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, Pledgor the Company shall hold as trustee for the Lenders any proceeds Proceeds of collection of accountsAccounts, chattel paperChattel Paper, general intangiblesGeneral Intangibles, instruments Instruments and other Collateral received by Pledgor as trustee for Secured Party the Company without commingling the same with other funds of Pledgor the Company and shall turn the same over to Secured Party the Lenders in the identical form received, together with any necessary endorsements or assignments. Secured Party may The Lenders, 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 Secured Party the Lenders to the Secured Obligations Obligations, such Proceeds to be immediately entered after final payment in cash or other immediately available funds of the items giving rise to them, or hold such proceeds Proceeds as additional Collateral, at collateral for the option of Secured Party in accordance with the STID. The provisions of Section 9-209 of the NYUCC shall not apply to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the CollateralObligations.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event of Default shall have occurred and be continuing, Pledgor shall each of the 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 Secured Party the Collateral Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to Secured Party the Collateral Agent or to any financial institution designated by Secured Party the Collateral Agent as Secured Party's the Collateral Agent’s agent therefor, and Secured Party (acting on instructions received pursuant to the terms of the STID) Collateral Agent may itself, if an Enforcement Event of Default shall have occurred and be continuing, without notice to or demand upon Pledgorany 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, Pledgor the Obligors shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Pledgor any Obligor as trustee for the Collateral Agent, for the benefit of the Secured Party Parties and the Collateral Agent, without commingling the same with other funds of Pledgor any one or more of the Obligors and shall turn the same over to Secured Party the Collateral Agent in the identical form received, together with any necessary endorsements or assignments. Secured Party may The Collateral Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Secured Party the Collateral Agent to the Secured Obligations or hold such proceeds as additional Collateral, at contemplated by the option of Secured Party in accordance with the STID. The provisions of Section 9-209 of the NYUCC shall not apply to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the CollateralIntercreditor Agreement.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Enforcement Event shall have occurred and be continuing, Pledgor shall notify account debtors and other persons obligated on any of the Collateral of the security interest of Secured Party in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to Secured Party or to any financial institution designated by Secured Party as Secured Party's agent therefor, and Secured Party (acting on instructions received pursuant to the terms of the STID) may itself, if an Enforcement Event shall have occurred and be continuing, without notice to or demand upon Pledgor, so notify account debtors and other persons obligated on Collateral. After the giving of any such notification, Pledgor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Pledgor as trustee for Secured Party without commingling the same with other funds of Pledgor and shall turn the same over to Secured Party in the identical form received, together with any necessary endorsements or assignments. Secured Party may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by Secured Party to the Secured Obligations or hold such proceeds as additional Collateral, at the option of Secured Party in accordance with the STID. The provisions of Section 9-209 of 209of the NYUCC shall not apply to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateral.