Common use of Notification; Verification Clause in Contracts

Notification; Verification. Agent or its designee may, from time to time, (a) whether or not a Default or Event of Default has occurred, verify in the name of the applicable Loan Party, directly with the Account Debtors of the Loan Parties the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan Parties, by means of mail, telephone or otherwise; provided that if an Event of Default shall be continuing, Agent may make such verification in the name of the applicable Loan Party or Agent or such other name as Agent may choose, and (b) at any time during the continuance of an Event of Default, (i) notify Account Debtors of the Loan Parties that Agent has a security interest in the Accounts of the Loan Parties, (ii) 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 Agent, to reflect Agent’s security interest therein and payment instructions acceptable to Agent, (iii) direct such Account Debtors to make payment thereof directly to Agent; such notification to be sent on the letterhead of such Loan Party and substantially in the form of Exhibit E annexed hereto; and (iv) 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, during the continuance of an Event of Default to make payments directly to Agent in accordance with the terms hereof and to rely on notice from Agent without further inquiry. Agent may on behalf of each Loan Party endorse all items of payment received by Agent that are payable to such Loan Party for the purposes described above.

Notification; Verification. Agent or its designee may, from time to time, : (a) whether or not a Default or Event of Default has occurred, verify in the name of the applicable Loan Party, directly with the Account Debtors of the Loan Parties (or by any manner and through any medium Agent considers advisable) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan Parties, by means of mail, telephone or otherwise; provided that if an Event of Default shall be continuing, Agent may make such verification either in the name of the applicable Loan Party or Agent or such other name as 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) at any time following the occurrence and during the continuance of an a Default or Event of Default, (i) notify Account Debtors of the Loan Parties that Agent has a security interest in the Accounts of the Loan Parties, (ii) require any Loan Party to cause all invoices Parties and statements which it sends to Account Debtors or other third parties to be marked, in a manner satisfactory to Agent, to reflect Agent’s security interest therein and payment instructions acceptable to Agent, (iii) direct such Account Debtors to make payment thereof directly to Agent; each such notification to be sent on the letterhead of such Loan Party and substantially in the form of Exhibit E annexed hereto; and (ivc) 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, during the continuance of an Event of Default Debtors to make payments directly to Agent in accordance with the terms hereof and to rely on notice from Agent without further inquiry. Agent may on behalf of each Loan Party endorse all items of payment received by Agent that are payable to such Loan Party for the purposes described above.

Notification; Verification. Agent or its designee may, from time to time, : (a) whether or not a Default or Event of Default has occurred, verify in upon two (2) Business Days’ notice to the name Borrower Representative and, other than when an Event of Default is continuing, while representatives of the applicable Loan PartyBorrower Representative are present (to the extent Borrower Representative elects to be present for such verification after receiving notice that such verification will occur), verify directly with the Account Debtors of the Loan Parties (or by any manner and through any medium Agent considers advisable in its Permitted Discretion in consultation with the Borrower) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan Parties, by means of mail, telephone customer portal and/or through email initiated by the Company (so long as no Default or otherwise; provided that if an Event of Default shall be continuingexists), Agent may make such verification in the name of the applicable Loan Party or in the name of Agent or such other name as Agent may choose, and selected in its Permitted Discretion in consultation with the Borrower; (b) at any time following the occurrence and during the continuance of an Event of Default, (i) notify Account Debtors of the Loan Parties that Agent has a security interest in the Accounts of the Loan Parties, (ii) 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 Agent, to reflect Agent’s security interest therein and payment instructions acceptable to Agent, (iii) direct such Account Debtors to make payment thereof directly to Agent; each such notification to be sent on the letterhead of such Loan Party and substantially in the form of Exhibit E annexed hereto; and (ivc) following the occurrence and during the continuance of an 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, during the continuance of an Event of Default Debtors to make payments directly to Agent in accordance with the terms hereof and to rely on notice from Agent without further inquiry. Agent may on behalf of each Loan Party endorse all items of payment received by Agent that are payable to such Loan Party for the purposes described above.