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 Event of Default shall have occurred and be continuing, the 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 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 Borrower, 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 Borrower shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the 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 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 an Event of Default shall have occurred and be continuing, the Borrower Grantors shall, at the request and option of the Operations AgentPurchasers, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Agent Purchasers in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Agent Purchasers or to any financial institution designated by the Operations Agent Purchasers as the Operations Agent’s their agent therefor, and the Operations Agent Purchasers may itselfthemselves, if a Default or an Event of Default shall have occurred and be continuing, without notice to or demand upon the BorrowerGrantor, 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 Borrower Grantors shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower Grantor as trustee for the Operations Agent, for the benefit of the Lenders and the Operations Agent, Purchasers without commingling the same with other funds of the Borrower Grantor and shall turn the same over to the Operations Agent Purchasers in the identical form received, together with any necessary endorsements or assignments. The Operations Agent Purchasers shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations Agent Purchasers 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 Borrower each Grantor shall, at the request and option of the Operations Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Administrative Agent or to any financial institution designated by the Operations Administrative Agent as the Operations Administrative Agent’s agent therefor, and the Operations 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 Borrowerany 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 Borrower applicable Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower such Grantor as trustee for the Operations Administrative Agent, for the benefit of the Lenders Secured Parties and the Operations Administrative Agent, without commingling the same with other funds of the Borrower any Grantor and shall turn the same over to the Operations Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Administrative Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 an Event of Default shall have occurred and be continuing, the Borrower The Borrowers shall, at the request and option of the Operations Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Administrative Agent or to any financial institution designated by the Operations Administrative Agent as the Operations Administrative Agent’s 's agent therefor, and the Operations 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 BorrowerBorrowers, 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 Borrower Borrowers shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower Borrowers as trustee for the Operations Administrative Agent, for the benefit of the Lenders and the Operations Administrative Agent, without commingling the same with other funds of the Borrower Borrowers and shall turn the same over to the Operations Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Administrative Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 an Event of Default shall have occurred and be continuing, the Borrower each Grantor shall, at the request and option of the Operations Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Administrative Agent or to any financial institution designated by the Operations Administrative Agent as the Operations Administrative Agent’s agent therefor, and the Operations 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 Borrowersuch 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 Borrower such Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower such Grantor as trustee for the Operations Administrative Agent, for the benefit of the Lenders and the Operations AgentSecured Parties, without commingling the same with other funds of the Borrower such Grantor and shall turn the same over to the Operations Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Administrative Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 Borrower Company and each Guarantor shall, at the request and option of the Operations AgentLender, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Agent Lender in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Agent Lender or to any financial institution designated by the Operations Agent Lender as the Operations Agent’s Lender's agent therefor, and the Operations 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 BorrowerCompany 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 Borrower Company and each Guarantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower Company or such Guarantor as trustee for the Operations Agent, for the benefit of the Lenders and the Operations Agent, Lender without commingling the same with other funds of the Borrower Company or such Guarantor and shall turn the same over to the Operations Agent Lender in the identical form received, together with any necessary endorsements or assignments. The Operations Agent Lender shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 an Event of Default shall have occurred and be continuing, the Borrower each Grantor shall, at the request and option of the Operations Collateral Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Collateral Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Collateral Agent or to any financial institution designated by the Operations Collateral Agent as the Operations Collateral Agent’s agent therefor, and the Operations 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 Borrowerupon, 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 Borrower such Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower such Grantor as trustee for the Operations Collateral Agent, for the benefit of the Lenders Senior Secured Parties and the Operations Collateral Agent, without commingling the same with other funds of the Borrower such Grantor and shall turn the same over to the Operations Collateral Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Collateral Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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. 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 an Event of Default shall have occurred and be continuing, the Borrower Grantors shall, at the request and option of the Operations Administrative Agent, notify account debtors and other persons Persons obligated on any of the Collateral of the security interest of the Operations Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Administrative Agent or to any financial institution designated by the Operations Administrative Agent as the Operations Administrative Agent’s agent therefor, and the Operations 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 Borrowerany 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 Borrower Grantors shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower Grantors as trustee for the Operations Administrative Agent, for the benefit of the Administrative Agent, the Lenders and the Operations AgentAgents, without commingling the same with other funds of the Borrower such Grantor and shall turn the same over to the Operations Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Operations 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 Operations 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 an Event of Default shall have occurred and be continuing, the Borrower Maker shall, at the request and option of the Operations Collateral Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Collateral Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Collateral Agent or to any financial institution designated by the Operations Collateral Agent as the Operations Collateral Agent’s agent therefor, and the Operations 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 BorrowerMaker, 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 Borrower Maker shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower Maker as trustee for the Operations Agent, for the benefit of the Lenders and the Operations Agent, Collateral Agent without commingling the same with other funds of the Borrower Maker and shall turn the same over to the Operations Collateral Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Collateral Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 an Event of Default shall have occurred and be continuing, each of the Borrower Grantors shall, at the request and option of the Operations Agent, notify account debtors and other persons Persons obligated on any of the Collateral pledged by such Grantor of the security interest of the Operations 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 Operations Agent Agent, or to any financial institution designated by the Operations Agent as the Operations Agent’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 any of the BorrowerGrantors, 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 Borrower each Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower as trustee for the Operations Agent, such Grantor in trust for the benefit of the Lenders and the Operations Agent, without commingling the same with other funds of the Borrower such Grantor, 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 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 an Acceleration Event of Default shall have occurred and be continuing, the Borrower each Grantor shall, at the request and option of the Operations Administrative Agent, notify its account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Administrative Agent or to any financial institution designated by the Operations Administrative Agent as the Operations Administrative Agent’s agent therefor, and the Operations 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 Borrowerrelevant 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 Borrower relevant Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower such Grantor as trustee for the Operations Agent, for the benefit of the Lenders and the Operations Agent, Administrative Agent without commingling the same with other funds of the Borrower such Grantor and shall turn the same over to the Operations Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Administrative Agent shall may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 an Event of Default shall have occurred and be continuing, then the Borrower Debtor shall, at the request and option of the Operations Administrative Agent, notify account debtors and other persons Persons obligated on any of the Collateral of the security interest of the Operations 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 Operations Administrative Agent or to any financial institution designated by the Operations Administrative Agent as the Operations Administrative Agent’s agent therefor, and the Operations 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 BorrowerDebtor, 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 Borrower Debtor shall hold any proceeds of collection of accounts, as-extracted collateral, chattel paper, general intangibles, instruments and other Collateral received by the Borrower Debtor as trustee for the Operations Agent, for the benefit of the Lenders and the Operations Agent, Administrative Agent without commingling the same with other funds of the Borrower Debtor and shall turn the same over to the Operations Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Administrative Agent shall apply the proceeds of collection of accounts, as-extracted collateral, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 an Event of Default shall have occurred and be continuing, the Borrower each Company shall, at the request and option of the Operations Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Administrative Agent or to any financial institution designated by the Operations Administrative Agent as the Operations Administrative Agent’s 's agent therefor, and the Operations 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 Borrowersuch 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 Borrower each Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower such Company as trustee for the Operations Administrative Agent, for the benefit of the Lenders and the Operations Administrative Agent, without commingling the same with other funds of the Borrower such Company and shall turn the same over to the Operations Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Administrative Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 an Event of Default shall have occurred and be continuing, the Borrower shall, at the request and option of the Operations AgentLender, notify account debtors debtors, charterers, and other persons obligated on respecting any of the Collateral of the security interest of the Operations 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 Operations Agent Lender or to any financial institution designated by the Operations Agent Lender as the Operations AgentLender’s agent therefor, and the Operations 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 Borrower, 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 Borrower shall hold any proceeds of collection of accounts, charters, chattel paper, general intangibles, instruments and other Collateral received by the Borrower as trustee for the Operations Agent, for the benefit of the Lenders and the Operations Agent, Lender without commingling the same with other funds of the Borrower and shall turn the same over to the Operations Agent Lender in the identical form received, together with any necessary endorsements or assignments. The Operations Agent Lender shall apply the proceeds of collection of accounts, charters, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 an Event of Default shall have occurred and be continuing, the Borrower Debtor shall, at the request and option of the Operations Collateral Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Collateral Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Collateral Agent or to any financial institution designated by the Operations Collateral Agent as the Operations Collateral Agent’s agent therefor, and the Operations 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 BorrowerDebtor, 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 Borrower Debtor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower Debtor as trustee for the Operations Agent, for the benefit of the Lenders and the Operations Agent, Collateral Agent without commingling the same with other funds of the Borrower Debtor and shall turn the same over to the Operations Collateral Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Collateral Agent shall apply ratably distribute to each Secured Party the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations Agent Collateral Agent, for application by each Secured Party 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 Each Company shall, following and during the continuance of an Event of Default shall have occurred and be continuing, the Borrower shallDefault, at the request and option of the Operations Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Administrative Agent or to any financial institution designated by the Operations Administrative Agent as the Operations Administrative Agent’s agent therefor, and following and during the Operations 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 Borrowersuch 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 Borrower such Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower such Company as trustee for the Operations Administrative Agent, for the benefit of the Lenders and the Operations Administrative Agent, without commingling the same with other funds of the Borrower such Company and shall turn the same over to the Operations Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Administrative Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 an Event of Default shall have occurred and be continuing, the Borrower shall, Debtor shall at the request and option of the Operations AgentLender, notify account debtors debtors, charterers, and other persons obligated on respecting any of the Collateral of the security interest of the Operations 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 Operations Agent Lender or to any financial institution designated by the Operations Agent Lender as the Operations AgentLender’s agent therefor, and the Operations 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 BorrowerDebtor, 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 Borrower 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 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 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 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 an Event of Default shall have occurred and be continuing, the Borrower shall, at the request and option of the Operations Agent, notify account debtors and other persons 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 thereon is to be made directly to the Operations Agent or to any financial institution designated by the Operations Agent as the Operations Agent’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 Borrower, 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 Borrower shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower as trustee for the Operations Agent, for the benefit of the Lenders Banks and the Operations Agent, without commingling the same with other funds of the 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 an Event of Default shall have occurred and be continuing, the Borrower each Grantor shall, at the request and option of the Operations Collateral Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Collateral Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Collateral Agent or to any financial institution designated by the Operations Collateral Agent as the Operations Collateral Agent’s 's agent therefor, and the Operations 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 Borrowerany 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 Borrower each Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower such Grantor as trustee for the Operations Collateral Agent, for the benefit of the Lenders Holders and the Operations Collateral Agent, without commingling the same with other funds of the Borrower such Grantor and shall turn the same over to the Operations Collateral Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Collateral Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 an Event of Default shall have occurred and be continuing, the Borrower Company shall, at the request and option of the Operations AgentLender, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Agent Lender in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Agent Lender or to any financial institution designated by the Operations Agent Lender as the Operations Agent’s Lender's agent therefor, and the Operations 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 BorrowerCompany, 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 Borrower Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower Company as trustee for the Operations Agent, for the benefit of the Lenders and the Operations Agent, Lender without commingling the same with other funds of the Borrower Company and shall turn the same over to the Operations Agent Lender in the identical form received, together with any necessary endorsements or assignments. The Operations Agent Lender shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 an Acceleration Event of Default shall have occurred and be continuing, the Borrower each Grantor shall, at the request and option of the Operations Administrative Agent, notify its account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Administrative Agent or to any financial institution designated by the Operations Administrative Agent as the Operations Administrative Agent’s agent therefor, and the Operations 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 Borrowerrelevant 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 Borrower relevant Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower such Grantor as trustee for the Operations Agent, for the benefit of the Lenders and the Operations Agent, Administrative Agent without commingling the same with other funds of the Borrower such Grantor and shall turn the same over to the Operations Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Administrative Agent shall may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 an Event of Default shall have occurred and be continuing, each of the Borrower Companies shall, at the written request and option of the Operations Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Administrative Agent or to any financial institution designated by the Operations Administrative Agent as the Operations Administrative Agent’s agent therefor, and the Operations 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 Borrowerapplicable 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 Borrower Companies shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower applicable Company as trustee for the Operations Administrative Agent, for the benefit of the Lenders and the Operations Administrative Agent, without commingling the same with other funds of any of the Borrower Companies and shall turn the same over to the Operations Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Administrative Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 an Event of Default shall have occurred and be continuing, the Borrower each Grantor shall, at the request and option of the Operations Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Administrative Agent or to any financial institution designated by the Operations Administrative Agent as the Operations Administrative Agent’s 's agent therefor, and the Operations 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 Borrowerupon, 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 Borrower such Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower such Grantor as trustee for the Operations Administrative Agent, for the benefit of the Lenders Secured Parties and the Operations Administrative Agent, without commingling the same with other funds of the Borrower such Grantor and shall turn the same over to the Operations Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Administrative Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Event of Default shall have occurred and be continuing, the Borrower each Grantor shall, at the request and option of the Operations Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest such Grantor of the Operations 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 Operations Administrative Agent or to any financial institution designated by the Operations Administrative Agent as the Operations Administrative Agent’s 's agent therefor, and the Operations 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 Borrowerany 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 Borrower each Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Claims constituting Collateral received by the Borrower Grantor as trustee for the Operations Agent, for the benefit of the Lenders and the Operations Agent, Secured Parties without commingling the same with other funds of the Borrower Grantor and shall turn the same over to the Operations Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Administrative Agent shall may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Claims constituting Collateral received by the Operations 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 Event of Default shall have occurred and be continuing, the Borrower shall, at the request and option of the Operations AgentLender, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Agent Lender in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Agent Lender or to any financial institution designated by the Operations Agent Lender as the Operations Agent’s Lender's agent therefor, and the Operations 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 Borrower, 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 Borrower shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower as trustee for the Operations Agent, for the benefit of the Lenders and the Operations Agent, Lender without commingling the same with other funds of the Borrower and shall turn the same over to the Operations Agent Lender in the identical form received, together with any necessary endorsements or assignments. The Operations Agent Lender shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 Each Company shall, following and during the continuance of an Event of Default shall have occurred and be continuing, the Borrower shallDefault, at the request and option of the Operations Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Administrative Agent or to any financial institution designated by the Operations Administrative Agent as the Operations Administrative Agent’s 's agent therefor, and following and during the Operations 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 Borrowersuch 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 Borrower such Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower such Company as trustee for the Operations Administrative Agent, for the benefit of the Lenders and the Operations Administrative Agent, without commingling the same with other funds of the Borrower such Company and shall turn the same over to the Operations Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Administrative Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 Borrower each Grantor shall, at the request and option of the Operations Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Administrative Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Administrative Agent or to any financial institution designated by the Operations Administrative Agent as the Operations Administrative Agent’s agent therefor, and the Operations 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 Borrowersuch 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 Borrower each Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower such Grantor as trustee for the Operations Administrative Agent, for the benefit of the Lenders and the Operations AgentSecured Parties, without commingling the same with other funds of the Borrower such Grantor and shall turn the same over to the Operations Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Administrative Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 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 Borrower Companies shall, at the request and option of the Operations Administrative Agent, notify account debtors and other persons obligated on any of the Collateral pledged by it hereunder of the security interest of the Operations 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 Operations Administrative Agent or to any financial institution designated by the Operations Administrative Agent as the Operations Administrative Agent’s 's agent therefor, and the Operations 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 Borrowersuch 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 Borrower each such Company shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower such Company as trustee for the Operations Administrative Agent, for the benefit of the Lenders Banks and the Operations Administrative Agent, without commingling the same with other funds of the Borrower such Company and shall turn the same over to the Operations Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Administrative Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 an Event of Default shall have occurred and be continuing, the Borrower Grantors shall, at the request and option of the Operations Collateral Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations Collateral Agent in any account, chattel paper, general intangible, instrument or other Collateral and that payment thereof is to be made directly to the Operations Collateral Agent or to any financial institution designated by the Operations Collateral Agent as the Operations Agent’s its agent therefor, and the Operations 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 BorrowerGrantor, 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 Borrower Grantors shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Borrower Grantor as trustee for the Operations Agent, for the benefit of the Lenders and the Operations Agent, Collateral Agent without commingling the same with other funds of the Borrower Grantor and shall turn the same over to the Operations Collateral Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Collateral Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Operations 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 an Event of Default shall have occurred and be continuing, the Borrower each Obligor shall, at the request and option of the Operations Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of the security interest of the Operations 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 Operations Administrative Agent or to any financial institution designated by the Operations Administrative Agent as the Operations Administrative Agent’s 's agent therefor, and the Operations 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 Borrowersuch 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 Borrower such Obligor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments accounts and other Collateral received by the Borrower such Obligor as trustee for the Operations Administrative Agent, for the benefit of the Lenders and the Operations Administrative Agent, without commingling the same with other funds of the Borrower such Obligor and shall turn the same over to the Operations Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Operations Administrative Agent shall apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments accounts and other Collateral received by the Operations 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.