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

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

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Event of Default shall have occurred and be continuing, each Grantor the Guarantor shall, at the request and option of the Agent, notify account debtors and other persons obligated on any of the Collateral of such Grantor the security interest of the Security Interest Agent in any account, chattel paper, general intangible, instrument or other claims constituting Collateral and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s agent therefor, and the Agent may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Guarantor, so notify account debtors and other persons obligated on Collateral, which notice may include the provision to such account debtors and other persons of an accounts receivable letter which, if provided, may be (a) substantially in the form attached hereto as Exhibit B (Agent having required Guarantor to execute an undated accounts receivable letter in the form of Exhibit B attached hereto which Agent agrees to hold and not release unless Agent is permitted to send such letter as provided in this Section 13), or (b) in another form executed by Guarantor upon request of Agent. After the making of such a request or the giving of any such notification, each Grantor the Guarantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Grantor Guarantor as trustee for the Secured Creditors Agent without commingling the same with other funds of the Grantor Guarantor and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Without limitation of the foregoing, during the continuation of an Event of Default (1) the Agent shall have the right, but not the obligation, to make test verifications of the accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Agent may require in connection with such test verifications, and (2) the Agent in its own name or in the name of others may communicate with account debtors on the accounts to verify with them to the Agent’s satisfaction the existence, amount and terms of any accounts. The Agent may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Agent or any other Secured Creditor to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option to be immediately credited after final payment in cash or other immediately available funds of the Agent. The provisions of Section 9-209 of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateral, whether under this Section 11, Section 12 or Section 13them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Event of Default shall have occurred and be continuing, each Grantor the Guarantor shall, at the request and option of the AgentLender, notify account debtors and other persons obligated on any of the Collateral of such Grantor the security interest of the Security Interest Lender in any account, chattel paper, general intangible, instrument or other claims constituting Collateral and that payment thereof is to be made directly to the Agent Lender or to any financial institution designated by the Agent Lender as the AgentLender’s agent therefor, and the Agent Lender may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Guarantor, so notify account debtors and other persons obligated on Collateral, which notice may include the provision to such account debtors and other persons of an accounts receivable letter which, if provided, may be (a) substantially in the form attached hereto as Exhibit B (Lender having required Guarantor to execute an undated accounts receivable letter in the form of Exhibit B attached hereto which Lender agrees to hold and not release unless Lender is permitted to send such letter as provided in this Section 13), or (b) in another form executed by Guarantor upon request of Lender. After the making of such a request or the giving of any such notification, each Grantor the Guarantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Grantor Guarantor as trustee for the Secured Creditors Lender without commingling the same with other funds of the Grantor Guarantor and shall turn the same over to the Agent Lender in the identical form received, together with any necessary endorsements or assignments. The Agent Lender shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Without limitation of the foregoing, during the continuation of an Event of Default (1) the Agent shall have the right, but not the obligation, to make test verifications of the accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Agent may require in connection with such test verifications, and (2) the Agent in its own name or in the name of others may communicate with account debtors on the accounts to verify with them to the Agent’s satisfaction the existence, amount and terms of any accounts. The Agent may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Agent or any other Secured Creditor Lender to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option to be immediately credited after final payment in cash or other immediately available funds of the Agent. The provisions of Section 9-209 of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateral, whether under this Section 11, Section 12 or Section 13them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Event of Default shall have occurred and be continuing, each Grantor shall, at the request of the Agent, notify account debtors and other persons obligated on any of the Collateral of such Grantor of the Security Interest in any account, chattel paper, general intangibleGeneral Intangible, instrument or other claims constituting Collateral that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s agent therefor, and the Agent may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon 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, each Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangiblesGeneral Intangibles, instruments and other claims constituting Collateral received by the Grantor as trustee for the Secured Creditors without commingling the same with other funds of the Grantor and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Without limitation of the foregoing, during the continuation of an Event of Default (1) the Agent shall have the right, but not the obligation, to make test verifications of the accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Agent may require in connection with such test verifications, and (2) the Agent in its own name or in the name of others may communicate with account debtors on the accounts to verify with them to the Agent’s satisfaction the existence, amount and terms of any accounts. The Agent may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Agent or any other Secured Creditor to the Secured Obligations or hold such proceeds as additional Collateral, at the option of the Agent. The provisions of Section 9-209 of the NYUCC shall not apply to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateral, whether under this Section 1110, Section 12 11 or Section 1312.

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, each Grantor the Grantors shall, at the request and option of the Administrative Agent, notify account debtors and other persons Persons obligated on any of the Collateral of such Grantor the security interest of the Security Interest Administrative Agent in any account, chattel paper, general intangible, instrument or other claims constituting Collateral and that payment thereof is to be made directly to the Administrative Agent or to any financial institution designated by the Administrative Agent as the Administrative Agent’s agent therefor, and the Administrative Agent may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon any 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, each Grantor the Grantors shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Grantor Grantors as trustee for the Secured Creditors Administrative Agent, for the benefit of the Administrative Agent, the Lenders and the Agents, without commingling the same with other funds of the such Grantor and shall turn the same over to the Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing During the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Without limitation of the foregoing, during the continuation continuance of an Event of Default (1) Default, the Administrative Agent shall have the right, but not the obligation, to make test verifications of the accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Agent may require in connection with such test verifications, and (2) the Agent in its own name or in the name of others may communicate with account debtors on the accounts to verify with them to the Agent’s satisfaction the existence, amount and terms of any accounts. The Agent may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Administrative Agent or any other Secured Creditor to the Secured Obligations or hold in accordance with Section 8.03 of the Credit Agreement, such proceeds as additional Collateral, at the option to be immediately credited after final payment in cash or other immediately available funds of the Agent. The provisions of Section 9-209 of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateral, whether under this Section 11, Section 12 or Section 13them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Event of Default shall have occurred and be continuing, each Grantor the Borrower shall, at the request and option of the Agent, notify account debtors and other persons obligated on any of the Collateral of such Grantor the security interest of the Security Interest Agent in any account, chattel paper, general intangible, instrument or other claims constituting Collateral and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s agent therefor, and the Agent may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Borrower, so notify account debtors and other persons obligated on Collateral, which notice may include the provision to such account debtors and other persons of an accounts receivable letter which, if provided, may be (a) substantially in the form attached hereto as Exhibit B (Agent having required Borrower to execute an undated accounts receivable letter in the form of Exhibit B attached hereto which Agent agrees to hold and not release unless Agent is permitted to send such letter as provided in this Section 13), or (b) in another form executed by Borrower upon request of Agent. After the making of such a request or the giving of any such notification, each Grantor the Borrower shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Grantor Borrower as trustee for the Secured Creditors Agent without commingling the same with other funds of the Grantor Borrower and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Without limitation of the foregoing, during the continuation of an Event of Default (1) the Agent shall have the right, but not the obligation, to make test verifications of the accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Agent may require in connection with such test verifications, and (2) the Agent in its own name or in the name of others may communicate with account debtors on the accounts to verify with them to the Agent’s satisfaction the existence, amount and terms of any accounts. The Agent may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Agent or any other Secured Creditor to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option to be immediately credited after final payment in cash or other immediately available funds of the Agent. The provisions of Section 9-209 of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateral, whether under this Section 11, Section 12 or Section 13them.

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

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

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Event of Default shall have occurred and be continuing, each Grantor the Borrower shall, at the request and option of the Agent, notify account debtors and other persons obligated on any of the Collateral of such Grantor the security interest of the Security Interest Agent in any account, chattel paper, general intangible, instrument or other claims constituting Collateral and that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s agent therefor, and the Agent may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Borrower, so notify account debtors and other persons obligated on Collateral, which notice may include the provision to such account debtors and other persons of an accounts receivable letter which, if provided, may be (a) substantially in the form attached hereto as Exhibit A (Agent having required Borrower to execute an undated accounts receivable letter in the form of Exhibit A attached hereto which Agent agrees to hold and not release unless Agent is permitted to send such letter as provided in this Section 13), or (b) in another form satisfactory to the Agent, executed by Borrower upon request of Agent. After the making of such a request or the giving of any such notification, each Grantor the Borrower shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Grantor Borrower as trustee for the Secured Creditors Agent without commingling the same with other funds of the Grantor Borrower and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Without limitation of the foregoing, during the continuation of an Event of Default (1) the Agent shall have the right, but not the obligation, to make test verifications of the accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Agent may require in connection with such test verifications, and (2) the Agent in its own name or in the name of others may communicate with account debtors on the accounts to verify with them to the Agent’s satisfaction the existence, amount and terms of any accounts. The Agent may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Agent or any other Secured Creditor to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option to be immediately credited after final payment in cash or other immediately available funds of the Agent. The provisions of Section 9-209 of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateral, whether under this Section 11, Section 12 or Section 13them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Event of Default shall have occurred and be continuing, each Grantor the Guarantor shall, at the request and option of the AgentLender, notify account debtors and other persons obligated on any of the Collateral of such Grantor the security interest of the Security Interest Lender in any account, chattel paper, general intangible, instrument or other claims constituting Collateral and that payment thereof is to be made directly to the Agent Lender or to any financial institution designated by the Agent Lender as the AgentLender’s agent therefor, and the Agent Lender may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Guarantor, so notify account debtors and other persons obligated on Collateral, which notice may include the provision to such account debtors and other persons of an accounts receivable letter which, if provided, may be (a) substantially in the form attached hereto as Exhibit B (Lender having required Guarantor to execute an undated accounts receivable letter in the form of Exhibit B attached hereto which Xxxxxx agrees to hold and not release unless Xxxxxx is permitted to send such letter as provided in this Section 13), or (b) in another form executed by Guarantor upon request of Lender. After the making of such a request or the giving of any such notification, each Grantor the Guarantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Grantor Guarantor as trustee for the Secured Creditors Lender without commingling the same with other funds of the Grantor Guarantor and shall turn the same over to the Agent Lender in the identical form received, together with any necessary endorsements or assignments. The Agent Lender shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Without limitation of the foregoing, during the continuation of an Event of Default (1) the Agent shall have the right, but not the obligation, to make test verifications of the accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Agent may require in connection with such test verifications, and (2) the Agent in its own name or in the name of others may communicate with account debtors on the accounts to verify with them to the Agent’s satisfaction the existence, amount and terms of any accounts. The Agent may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Agent or any other Secured Creditor Lender to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option to be immediately credited after final payment in cash or other immediately available funds of the Agentitems giving rise to them. The provisions of Section 9-209 of the NYUCC shall not apply to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateral, whether under this Section 11, Section 12 or Section 1314.

Notification to Account Debtors and Other Persons Obligated on Collateral. If Subject to the provisions of the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, each Grantor shall, at the request of the Administrative Agent, notify account debtors and other persons obligated on any of the Collateral of such Grantor of the Security Interest in any account, chattel paper, general intangible, instrument or other claims constituting Collateral that payment thereof is to be made directly to the Administrative Agent or to any financial institution designated by the Administrative Agent as the Administrative Agent’s agent therefor, and the Administrative Agent may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon 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, each Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Grantor as trustee for the Secured Creditors Parties and the Secured Parties under the First Lien Credit Agreement without commingling the same with other funds of the Grantor and shall shall, subject to the provisions of the Intercreditor Agreement, turn the same over to the Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall have no liability or responsibility Subject to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Without limitation provisions of the foregoingIntercreditor Agreement, during the continuation of if an Event of Default (1) the Agent shall have occurred and be continuing, the right, but not the obligation, to make test verifications of the accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Agent may require in connection with such test verifications, and (2) the Agent in its own name or in the name of others may communicate with account debtors on the accounts to verify with them to the Agent’s satisfaction the existence, amount and terms of any accounts. The Administrative Agent may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Administrative Agent or any other Secured Creditor Party to the 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 any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateral, whether under this Section 1110, Section 12 11 or Section 1312.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Event of Default shall have occurred and be continuing, each Grantor shall, at the request of the Agent, notify account debtors and other persons obligated on any of the Collateral of such Grantor of the Security Interest in any account, chattel paper, general intangibleGeneral Intangible, instrument or other claims constituting Collateral that payment thereof is to be made directly to the Agent or to any financial institution designated by the Agent as the Agent’s agent therefor, and the Agent may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon 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, each Grantor shall hold any proceeds of collection of accounts, chattel paper, general intangiblesGeneral Intangibles, instruments and other claims constituting Collateral received by the Grantor as trustee for the Secured Creditors without commingling the same with other funds of the Grantor and shall turn the same over to the Agent in the identical form received, together with any necessary endorsements or assignments. The Agent shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Without limitation of the foregoing, during the continuation of an Event of Default (1) the Agent shall have the right, but not the obligation, to make test verifications of the accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Agent may require in connection with such test verifications, and (2) the Agent in its own name or in the name of others may communicate with account debtors on the accounts to verify with them to the Agent’s satisfaction the existence, amount and terms of any accounts. The Subject to Section 18.12, during the continuation of an Event of Default, the Agent may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Agent or any other Secured Creditor to the Secured Foreign Obligations or the U.S. Guarantor Obligations, as applicable, and unless otherwise subject to a perfected security interest in favor of the Agent, hold such proceeds as additional Collateral, at the option of the Agent. The provisions of Section 9-209 of the NYUCC shall not apply to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateral, whether under this Section 119, Section 12 11 or Section 1312.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Event of Default shall have occurred and be continuing, each Grantor the Borrower shall, at the request and option of the AgentLender, notify account debtors and other persons obligated on any of the Collateral of such Grantor the security interest of the Security Interest Lender in any account, chattel paper, general intangible, instrument or other claims constituting Collateral and that payment thereof is to be made directly to the Agent Lender or to any financial institution designated by the Agent Lender as the AgentLender’s agent therefor, and the Agent Lender may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon any Grantorthe Borrower, so notify account debtors and other persons obligated on Collateral, which notice may include the provision to such account debtors and other persons of an accounts receivable letter which, if provided, may be (a) substantially in the form attached hereto as Exhibit B (Lender having required Borrower to execute an undated accounts receivable letter in the form of Exhibit B attached hereto which Lender agrees to hold and not release unless Lender is permitted to send such letter as provided in this Section 13), or (b) in another form executed by Borrower upon request of Lender. After the making of such a request or the giving of any such notification, each Grantor the Borrower shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Grantor Borrower as trustee for the Secured Creditors Lender without commingling the same with other funds of the Grantor Borrower and shall turn the same over to the Agent Lender in the identical form received, together with any necessary endorsements or assignments. The Agent Lender shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Without limitation of the foregoing, during the continuation of an Event of Default (1) the Agent shall have the right, but not the obligation, to make test verifications of the accounts in any manner and through any medium that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Agent may require in connection with such test verifications, and (2) the Agent in its own name or in the name of others may communicate with account debtors on the accounts to verify with them to the Agent’s satisfaction the existence, amount and terms of any accounts. The Agent may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Agent or any other Secured Creditor Lender to the Secured Obligations or hold Obligations, such proceeds as additional Collateral, at the option to be immediately credited after final payment in cash or other immediately available funds of the Agent. The provisions of Section 9-209 of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateral, whether under this Section 11, Section 12 or Section 13them.

Notification to Account Debtors and Other Persons Obligated on Collateral. If an Event of Default shall have occurred and be continuing, each Grantor Debtor shall, at the request of the AgentLender, notify account debtors debtors, charterers, and other persons obligated on respecting any of the Collateral of such Grantor of the Security Interest Lender in any account, charter, chattel paper, general intangible, instrument or other claims constituting Collateral and that payment thereof is to be made directly to the Agent Lender or to any financial institution designated by the Agent Lender as the AgentLender’s agent therefor, and the Agent Lender may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon any GrantorDebtor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving of any such notification, each Grantor Debtor shall hold any proceeds of collection of accounts, charters, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Grantor Debtor as trustee for the Secured Creditors Lender without commingling the same with other funds of the Grantor Debtor and shall turn the same over to the Agent Lender in the identical form received, together with any necessary endorsements or assignments. The Agent shall have no liability or responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for determining the correctness of any remittance. Without limitation of limiting the foregoing, during and in addition to any other right of the continuation of Lender hereunder and under applicable law, effective upon demand by the Lender at any time and from time to time that an Event of Default (1) the Agent shall have the rightoccurred and be continuing, but not the obligation, to make test verifications all payments that Debtor receives as a result of its ownership and operation of the accounts in any manner Vessel shall be deposited into a deposit account to be opened and through any medium maintained either at an Affiliate of the Lender or at another depository institution that it reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Agent may require in connection with such test verifications, and (2) the Agent in its own name or in the name of others may communicate with account debtors on the accounts to verify with them is satisfactory to the Agent’s satisfaction Lender. At such time, the existenceDebtor shall execute and deliver to the Lender all instruments and agreements that the Lender may request to create and perfect a valid security interest in such account under applicable law, amount and terms of any accountsincluding a control or blocked account agreement with respect thereto. The Agent may Lender shall apply the proceeds of collection of accounts, charters, chattel paper, general intangibles, instruments and other claims constituting Collateral received by the Agent or any other Secured Creditor Lender to the Secured Obligations or hold Obligations, pursuant to § 2.4(b) of the Loan Agreement, such proceeds as additional Collateral, at the option to be immediately entered after final payment in cash or other immediately available funds of the Agent. The provisions of Section 9-209 of the NYUCC shall not apply items giving rise to any account, chattel paper or payment intangible as to which notification of assignment has been sent to the account debtor or other person obligation on the Collateral, whether under this Section 11, Section 12 or Section 13them.