Common use of Notification; Verification Clause in Contracts

Notification; Verification. Lender or its designee may, from time to time, whether or not a Default or Event of Default has occurred and is continuing (except as otherwise specified below): (a) verify directly with the Account Debtors of the Loan Parties (or by any reasonable manner and through any reasonable medium Lender considers advisable in the exercise of its Permitted Discretion) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan Parties, by means of mail, telephone or otherwise, either in the name of the applicable Loan Party or Lender or such other name as Lender may choose, (b) notify Account Debtors of the Loan Parties that Lender has a security interest in the Accounts of the Loan Parties, (c) if an Event of Default has occurred and is continuing, require any Loan Party to cause all invoices and statements which it sends to Account Debtors or other third parties to be marked, in a manner satisfactory to Lender, to reflect Lender’s security interest therein and payment instructions acceptable to Lender, (d) if an Event of Default has occurred and is continuing, direct such Account Debtors to make payment thereof directly to Lender; such notification to be sent on the letterhead of such Loan Party and substantially in the form of Exhibit E annexed hereto, and (e) demand, collect or enforce payment of any Accounts and Chattel Paper (but without any duty to do so). Each Loan Party hereby authorizes Account Debtors to make payments directly to Lender and to rely on notice from Lender without further inquiry. Lender may on behalf of each Loan Party endorse all items of payment received by Lender that are payable to such Loan Party for the purposes described above.

Notification; Verification. Lender or its designee may, from time to time, whether or not a Default or Event of Default has occurred and is continuing (except as otherwise specified below): occurred: (a) verify directly with the Account Debtors of the Loan Parties (or by any reasonable manner and through any reasonable medium Lender Xxxxxx considers advisable in the exercise of its Permitted Discretionreasonable discretion) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan Parties, by means of mail, telephone or otherwise, either in the name of the applicable Loan Party or Lender or such other name as Lender may choose, (b) notify Account Debtors of the Loan Parties that Lender has a security interest in the Accounts of the Loan Parties, (c) if an Event of Default has occurred and is continuing, require any Loan Party to cause all invoices and statements which it sends to Account Debtors or other third parties to be marked, in a manner satisfactory to Lender, to reflect LenderXxxxxx’s security interest therein and payment instructions acceptable to Lender, Lender (d) if an Event of Default has occurred and is continuing, direct such Account Debtors to make payment thereof directly to Lender; Lender (such notification to be sent on the letterhead of such Loan Party and substantially in the form of Exhibit E annexed hereto, Party) and (e) demand, collect or enforce payment of any Accounts and Chattel Paper (but without any duty to do so). Each Loan Party hereby authorizes Account Debtors to make payments directly to Lender and to rely on notice from Lender without further inquiry. Lender may on behalf of each Loan Party endorse all items of payment received by Lender that are payable to such Loan Party for the purposes described above.

Notification; Verification. Lender or its designee may, from time to time, (a) whether or not a Default or Event of Default has occurred and is continuing (except as otherwise specified below): (a) occurred, verify directly with the Account Debtors of the Loan Parties (or by any reasonable manner and through any reasonable medium Lender Xxxxxx considers advisable in the exercise of its Permitted Discretion) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan Parties, by means of mail, telephone or otherwise, either in the name of the applicable Loan Party or Lender or such other name as Lender may choose, (b) following the occurrence and during the continuance of an Event of Default: (i) notify Account Debtors of the Loan Parties that Lender Xxxxxx has a security interest in the Accounts of the Loan Parties, (cii) if an Event of Default has occurred and is continuing, require any Loan Party to cause all invoices and statements which it sends to Account Debtors or other third parties to be marked, in a manner satisfactory to Lender, to reflect LenderXxxxxx’s security interest therein and payment instructions acceptable to Lender, Lender (diii) if an Event of Default has occurred and is continuing, direct such Account Debtors to make payment thereof directly to Lender; such notification to be sent on the letterhead of such Loan Party and substantially in the form of Exhibit E annexed hereto, ; and (eiv) demand, collect or enforce payment of any Accounts and Chattel Paper (but without any duty to do so). Each Loan Party hereby authorizes Account Debtors Debtors, upon the occurrence and during the continuance of an Event of Default, to make payments directly to Lender and to rely on notice from Lender without further inquiry. Lender may may, upon the occurrence and during the continuance of an Event of Default, on behalf of each Loan Party Party, endorse all items of payment received by Lender that are payable to such Loan Party for the purposes described above.

Notification; Verification. Lender or its designee may, from time to time, whether or not a Default or Event of Default has occurred and is continuing (except as otherwise specified below): occurred: (a) verify directly with the Account Debtors of the Loan Parties (or by any reasonable manner and through any reasonable medium Lender considers advisable in the exercise of its Permitted Discretion) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan Parties, by means of mail, telephone or otherwise, either in the name of the applicable Loan Party or Lender or such other name as Lender may choose, choose and (b) notify Account Debtors of the Loan Parties that Lender has a security interest in the Accounts of the Loan Parties. Lender or its designee may, (c) if from time to time after the occurrence and during the continuance of an Event of Default has occurred and is continuing, Default: (x) require any Loan Party to cause all invoices and statements which it sends to Account Debtors or other third parties to be marked, in a manner satisfactory to Lender, to reflect Lender’s security interest therein and payment instructions acceptable to Lender, Lender (dy) if an Event of Default has occurred and is continuing, direct such Account Debtors to make payment thereof directly to Lender; such notification to be sent on the letterhead of such Loan Party and substantially in the form of Exhibit E annexed hereto, ; and (ez) demand, collect or enforce payment of any Accounts and Chattel Paper (but without any duty to do so). Each Loan Party hereby authorizes Account Debtors to make payments directly to Lender and to rely on notice from Lender without further inquiry. Lender may on behalf of each Loan Party endorse all items of payment received by Lender that are payable to such Loan Party for the purposes described above.

Notification; Verification. Lender or its designee may, from time to time, whether or not a Default or Event of Default has occurred and is continuing (except as otherwise specified below): occurred: (a) verify directly with the Account Debtors of the Loan Parties (or by any reasonable manner and through any reasonable medium Lender considers advisable in the exercise of its Permitted Discretion) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan Parties, by means of mail, telephone or otherwise, either in the name of the applicable Loan Party or Lender or such other name as Lender may choose, (b) notify Account Debtors of the Loan Parties that Lender has a security interest in the Accounts of the Loan Parties, (c) if an Event of Default has occurred and is continuing, require any Loan Party to cause all invoices and statements which it sends to Account Debtors or other third parties to be marked, in a manner satisfactory to Lender, to reflect LenderXxxxxx’s security interest therein and payment instructions acceptable to Lender, Lender (d) if an Event of Default has occurred and is continuing, direct such Account Debtors to make payment thereof directly to Lender; such notification to be sent on the letterhead of such Loan Party and substantially in the form of Exhibit E annexed hereto, ; and (e) demand, collect or enforce payment of any Accounts and Chattel Paper (but without any duty to do so). Each Loan Party hereby authorizes Account Debtors to make payments directly to Lender and to rely on notice from Lender without further inquiry. Lender may on behalf of each Loan Party endorse all items of payment received by Lender that are payable to such Loan Party for the purposes described above.. 4.4

Notification; Verification. Lender or its designee may, from time to time, whether or not a Default or Event of Default has occurred and is continuing occurred: (except as otherwise specified below): (ai) verify directly with the Account Debtors of the Loan Parties Party Obligors (or by any reasonable manner and through any reasonable medium Lender considers advisable in the exercise of its Permitted Discretion) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan PartiesParty Obligors, by means of mail, telephone or otherwise, either in the name of the applicable Loan Party Obligor or Lender or such other name as Lender may choose, choose and (bii) notify Account Debtors of the Loan Parties Party Obligors that Lender has a security interest in the Accounts of the Loan PartiesParty Obligors. Subject to the Intercreditor Agreement, (c) if Lender or its designee may, from time to time after the occurrence and during the continuance of an Event of Default has occurred and is continuing, Default: (x) require any Loan Party Obligor to cause all invoices and statements which it sends to Account Debtors or other third parties to be marked, in a manner satisfactory to Lender, to reflect Lender’s security interest therein and payment instructions acceptable to Lender, Lender (dy) if an Event of Default has occurred and is continuing, direct such Account Debtors to make payment thereof directly to Lender; such notification to be sent on the letterhead of such Loan Party Obligor and substantially in the form of Exhibit E annexed hereto, ; and (ez) demand, collect or enforce payment of any Accounts and Chattel Paper (but without any duty to do so). Each Loan Party Obligor hereby authorizes Account Debtors to make payments directly to Lender and to rely on notice from Lender without further inquiry. Lender may on behalf of each Loan Party Obligor endorse all items of payment received by Lender that are payable to such Loan Party Obligor for the purposes described above.

Notification; Verification. Lender or its designee may, from time to time, whether or not a Default or Event of Default has occurred and is continuing (except as otherwise specified below): (a) occurred: verify directly with the Account Debtors of the Loan Parties Party Obligors (or by any reasonable manner and through any reasonable medium Lender considers advisable in the exercise of its Permitted Discretion) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan PartiesParty Obligors, by means of mail, telephone or otherwise, either in the name of the applicable Loan Party Obligor or Lender or such other name as Lender may choose, (b) and notify Account Debtors of the Loan Parties Party Obligors that Lender has a security interest in the Accounts of the Loan PartiesParty Obligors. Lender or its designee may, (c) from time to time, if an a Default or Event of Default has occurred and is continuing, : (i) require any Loan Party Obligor to cause all invoices and statements which it sends to Account Debtors or other third parties to be marked, in a manner satisfactory to Lender, to reflect Lender’s security interest therein and payment instructions acceptable to Lender, (dii) if an Event of Default has occurred and is continuing, direct such Account Debtors to make payment thereof directly to Lender; such notification to be sent on the letterhead of such Loan Party Obligor and substantially in the form of Exhibit E annexed hereto, ; and (eiii) demand, collect or enforce payment of any Accounts and Chattel Paper (but without any duty to do so). Each Loan Party Obligor hereby authorizes Account Debtors to make payments directly to Lender and to rely on notice from Lender without further inquiry. Lender may on behalf of each Loan Party Obligor endorse all items of payment received by Lender that are payable to such Loan Party Obligor for the purposes described above.

Notification; Verification. Lender Agent or its designee may, from time to time, whether or not a Default or Event of Default has occurred and is continuing occurred: (except as otherwise specified below): (ai) verify directly with the Account Debtors of the Loan Parties Party Obligors (or by any reasonable manner and through any reasonable medium Lender Agent considers advisable in the exercise of its Permitted Discretion) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan PartiesParty Obligors, by means of mail, telephone or otherwise, either in the name of the applicable Loan Party Obligor or Lender Agent or such other name as Lender Agent may choose, choose and (bii) notify Account Debtors of the Loan Parties Party Obligors that Lender Agent has a security interest in the Accounts of the Loan PartiesParty Obligors. Subject to the Intercreditor Agreement, (c) if Agent or its designee may, from time to time after the occurrence and during the continuance of an Event of Default has occurred and is continuing, Default: (x) require any Loan Party Obligor to cause all invoices and statements which it sends to Account Debtors or other third parties to be marked, in a manner satisfactory to LenderAgent, to reflect LenderAgent’s security interest therein and payment instructions acceptable to Lender, Agent (dy) if an Event of Default has occurred and is continuing, direct such Account Debtors to make payment thereof directly to LenderAgent; such notification to be sent on the letterhead of such Loan Party Obligor and substantially in the form of Exhibit E annexed hereto, ; and (ez) demand, collect or enforce payment of any Accounts and Chattel Paper (but without any duty to do so). Each Loan Party Obligor hereby authorizes Account Debtors to make payments directly to Lender Agent and to rely on notice from Lender Agent without further inquiry. Lender Agent may on behalf of each Loan Party Obligor endorse all items of payment received by Lender Agent that are payable to such Loan Party Obligor for the purposes described above.. Loan and Security Agreement

Notification; Verification. Lender or its designee may, from time to time, whether or not a Default or Event of Default has occurred and is continuing (except as otherwise specified below): occurred: (a) verify directly with the Account Debtors of the Loan Parties (or by any reasonable manner and through any reasonable medium Lender considers advisable in the exercise of its Permitted Discretion) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan Parties, by means of mail, telephone or otherwise, either in the name of the applicable Loan Party or Lender or such other name as Lender may choose, choose and (b) notify Account Debtors of the Loan Parties that Lender has a security interest in the Accounts of the Loan Parties. Lender or its designee may, (c) if an upon the occurrence and during the continuation of a Default or Event of Default has occurred and is continuing, Default: (a) require any Loan Party to cause all invoices and statements which it sends to Account Debtors or other third parties to be marked, in a manner satisfactory to Lender, to reflect Lender’s security interest therein and payment instructions acceptable to Lender, Lender (db) if an Event of Default has occurred and is continuing, direct such Account Debtors to make payment thereof directly to Lender; such notification to be sent on the letterhead of such Loan Party and substantially in the form of Exhibit E annexed hereto, ; and (ec) demand, collect or enforce payment of any Accounts and Chattel Paper (but without any duty to do so). Each After the occurrence and during the continuation of an Event of Default, each Loan Party hereby authorizes Account Debtors to make payments directly to Lender and to rely on notice from Lender without further inquiry. After the occurrence and during the continuation of an Event of Default, Lender may on behalf of each Loan Party endorse all items of payment received by Lender that are payable to such Loan Party for the purposes described above.

Notification; Verification. Lender or its designee may, from time to time, whether or not a Default or Event of Default has occurred and is continuing occurred: (except as otherwise specified below): (ai) verify directly with the Account Debtors of the Loan Parties Party Obligors (or by any reasonable manner and through any reasonable medium Lender considers advisable in the exercise of its Permitted Discretion) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan PartiesParty Obligors, by means of mail, telephone or otherwise, either in the name of the applicable Loan Party Obligor or Lender or such other name as Lender may choose, choose and (bii) notify Account Debtors of the Loan Parties Party Obligors that Lender has a security interest in the Accounts of the Loan PartiesParty Obligors. Lender or its designee may, (c) if from time to time after the occurrence and during the continuance of an Event of Default has occurred and is continuing, Default: (x) require any Loan Party Obligor to cause all invoices and statements which it sends to Account Debtors or other third parties to be marked, in a manner reasonably satisfactory to Lender, to reflect Lender’s security interest therein and payment instructions acceptable to Lender, Lender (dy) if an Event of Default has occurred and is continuing, direct such Account Debtors to make payment thereof directly to Lender; such notification to be sent on the letterhead of such Loan Party Obligor and substantially in the form of Exhibit E annexed hereto, ; and (ez) demand, collect or enforce payment of any Accounts and Chattel Paper (but without any duty to do so). Each Loan Party Obligor hereby authorizes Account Debtors to make payments directly to Lender and to rely on notice from Lender without further inquiry. Lender may on behalf of each Loan Party Obligor endorse all items of payment received by Lender that are payable to such Loan Party Obligor for the purposes described above.

Notification; Verification. Lender Agent or its designee may, from time to time, : (a) whether or not a Default or Event of Default has occurred and is continuing (except as otherwise specified below): (a) occurred, verify directly with the Account Debtors of the Loan Parties (or by any reasonable manner and through any reasonable medium Lender Agent considers advisable in the exercise of its Permitted Discretionadvisable) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan Parties, by means of mail, telephone or otherwise, either in the name of the applicable Loan Party or Lender Agent or such other name as Lender Agent may choosechoose (provided that, unless an Event of Default has occurred and is continuing, (i) Agent shall provide Borrower Representative not less than 2 Business Days prior notice of any such verification which Agent intends to conduct, (ii) each such verification shall (A) only be conducted in connection with a field examination conducted pursuant to the terms of Section 7.25, and (B) only be conducted via an online portal of the applicable Account Debtor, or, if no online portal is available with respect to a particular Account Debtor, conducted by telephone with a representative of Borrower Representative present, and (iii) no such verification shall involve requesting a credit reference or a description of the overall relationship between the applicable Account Debtor and the applicable Loan Party); (b) following the occurrence and during the continuance of a Default or Event of Default, notify Account Debtors of the Loan Parties that Lender Agent has a security interest in the Accounts of the Loan Parties, (c) if an Event of Default has occurred Parties and is continuing, require any Loan Party to cause all invoices and statements which it sends to Account Debtors or other third parties to be marked, in a manner satisfactory to Lender, to reflect Lender’s security interest therein and payment instructions acceptable to Lender, (d) if an Event of Default has occurred and is continuing, direct such Account Debtors to make payment thereof directly to LenderAgent; each such notification to be sent on the letterhead of such Loan Party and substantially in the form of Exhibit E annexed hereto, ; and (ec) following the occurrence and during the continuance of a Default or Event of Default, demand, collect or enforce payment of any Accounts and Chattel Paper (but without any duty to do so). Each ) and, in furtherance of the foregoing, each Loan Party hereby authorizes Account Debtors to make payments directly to Lender Agent and to rely on notice from Lender Agent without further inquiry. Lender Agent may on behalf of each Loan Party endorse all items of payment received by Lender Agent that are payable to such Loan Party for the purposes described above.

Notification; Verification. Lender or its designee may, from time to time, whether or not a Default or Event of Default has occurred and is continuing occurred: (except as otherwise specified below): (aa)(i) prior to the occurrence of an Event of Default, verify directly with the Account Debtors of the Loan Parties (or by any reasonable manner and through any reasonable medium Lender considers advisable in the exercise of its Permitted Discretion) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan Parties, by means of mail, telephone or otherwise, either in each case, in the name of the applicable Loan Party and (ii) following the occurrence and during the continuance of an Event of Default, verify directly with the Account Debtors of the Loan Parties (or by any reasonable manner and through any reasonable medium Lender considers advisable in the exercise of its Permitted Discretion) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan Parties, by means of mail, telephone or otherwise, in each case, in the name of Lender or such other name as Lender may choose, (b) following the occurrence and during the continuance of an Event of Default, notify Account Debtors of the Loan Parties that Lender Xxxxxx has a security interest in the Accounts of the Loan Parties, Parties and (c) if following the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, require any Loan Party to cause all invoices and statements which it sends to Account Debtors or other third parties to be marked, in a manner satisfactory to Lender, to reflect LenderXxxxxx’s security interest therein and payment instructions acceptable to Lender. Lender or its designee may, (d) if from time to time, after an Event of Default has occurred and is continuing, : (a) direct such Account Debtors to make payment thereof directly to Lender; such notification to be sent on the letterhead of such Loan Party and substantially in the form of Exhibit E annexed hereto, and ; or (eb) demand, collect or enforce payment of any Accounts and Chattel Paper (but without any duty to do so). Each Loan Party hereby authorizes Account Debtors Debtors, upon the occurrence and during the continuance of an Event of Default, to make payments directly to Lender in accordance with the terms hereof and to rely on notice from Lender without further inquiry. Lender may may, upon the occurrence and during the continuance of an Event of Default, on behalf of each Loan Party Party, endorse all items of payment received by Lender that are payable to such Loan Party for the purposes described above.