Common use of Notification to Account Debtors Clause in Contracts

Notification to Account Debtors. Upon an Event of Default, Lender shall have the right at any time to notify Account Debtors of its security interest in the Accounts and to require Payments to be made directly to Lender or to the Lockbox. To facilitate direct collection and upon an Event of Default, SouthPeak hereby appoints Lender and any officer or employee of Lender, as Lender may from time to time designate, as attorney-in-fact for SouthPeak to (a) receive, open and dispose of all mail addressed to SouthPeak and take therefrom any Payments or proceeds of Accounts; (b) take over SouthPeak’s post office boxes or make other arrangements, in which SouthPeak shall cooperate, to receive SouthPeak’s mail, including notifying the post office authorities to change the address for delivery of mail addressed to SouthPeak to such address as Lender shall designate; (c) endorse the name of SouthPeak in favor of Lender upon any and all Payments that may come into Lender’s possession; (d) sign and endorse the name of SouthPeak on any invoice or xxxx of lading relating to any Account, on verifications of Accounts sent to any Debtor, to drafts against Account Debtors, to assignments of Accounts and to notices to Account Debtors; and (e) do all acts and things necessary to carry out this Agreement, including signing the name of SouthPeak on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted by the UCC. SouthPeak hereby ratifies and approves all acts of such attorney-in-fact and neither Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law unless occasioned by Lender’s or such attorney-in-fact’s gross negligence. This power, being coupled with an interest, is irrevocable so long as any of the Obligations remain unsatisfied.

Notification to Account Debtors. Upon Within ten (10) Business Days after the end of each month commencing with the first full month ending after the Effective Date, a certification from an Event authorized officer of Defaulteach of (i) Korean Opco and (ii) any Sales Subsidiary having accounts owing from Japanese customers totaling in excess of $500,000, Lender certifying that (x) all notices to Hynix Related Account Debtors that are required to be given under applicable law in order to perfect the Collateral Trustee’s or the Collateral Agent’s lien on any Hynix Related Receivables shall have the right at any time been given to notify such Hynix Related Account Debtors and that each such notice contained an accurate “fixed date stamp” under applicable law indicating the date of its security interest in such notice, (y) notices have been given to all other account debtors of Korean Opco or such Sales Subsidiary that (except for the Accounts and to require Payments affixing of a fixed date stamp thereon) are required to be made directly given under applicable law in order to Lender perfect the Collateral Trustee’s lien on the accounts receivable of Korean Opco or the Collateral Agent’s lien on accounts receivable of such Sales Subsidiary (to the Lockbox. To facilitate direct collection extent that such accounts arise under contracts or invoices that do not prohibit the granting of such liens) shall have been given to such account debtors, and upon an Event of Default, SouthPeak hereby appoints Lender (z) confirming that Korean Opco and any officer such Sales Subsidiary have used their commercially reasonable efforts to ensure that no new contracts, agreements or employee invoices have been entered into since the Effective Date by Korean Opco or any such Sales Subsidiary prohibiting the granting of Lender, as Lender may from time such liens. With respect to time designate, as attorney-in-fact for SouthPeak to (a) receive, open and dispose any existing contracts or invoices prohibiting the granting of all mail addressed to SouthPeak and take therefrom any Payments or proceeds of Accounts; (b) take over SouthPeak’s post office boxes or make other arrangements, in which SouthPeak shall cooperate, to receive SouthPeak’s mail, including notifying the post office authorities to change the address for delivery of mail addressed to SouthPeak to such address as Lender shall designate; (c) endorse the name of SouthPeak liens in favor of Lender upon any the Collateral Trustee or the Collateral Agent on accounts receivable arising thereunder, the Borrowers shall use, and all Payments that may come into Lender’s possession; (d) sign and endorse shall cause Korean Opco and/or such Sales Subsidiaries to use, commercially reasonable efforts to obtain the name consent of SouthPeak on any invoice the parties thereto to the granting of liens in favor of the Collateral Trustee or xxxx of lading relating to any Accountthe Collateral Agent, as applicable, on verifications of Accounts sent to any Debtor, to drafts against Account Debtors, to assignments of Accounts and to notices to Account Debtors; and (e) do all acts and things necessary to carry out this Agreement, including signing the name of SouthPeak on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted by the UCC. SouthPeak hereby ratifies and approves all acts of such attorney-in-fact and neither Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law unless occasioned by Lender’s or such attorney-in-fact’s gross negligence. This power, being coupled with an interest, is irrevocable so long as any of the Obligations remain unsatisfiedaccounts receivable.

Notification to Account Debtors. Upon an Event of Default, The Lender shall have the right at any time after the occurrence and during the continuation of an Event of Default to notify any Account Debtors Debtor of its the Lender’s security interest in the Accounts Receivables and to require Payments payments to be made directly to Lender or to the LockboxLender. To facilitate direct collection and upon an Event of Defaultcollection, SouthPeak the Borrower hereby appoints the Lender and any officer or employee of the Lender, as the Lender may from time to time designate, after the occurrence and during the continuation of an Event of Default as attorney-in-fact for SouthPeak the Borrower to (a) receive, open and dispose of all mail addressed to SouthPeak the Borrower and take therefrom any Payments payments on or proceeds of AccountsReceivables; (b) take over SouthPeakthe Borrower’s post office boxes or make such other arrangements, in which SouthPeak the Borrower shall cooperate, to receive SouthPeakthe Borrower’s mail, including notifying the post office authorities to change the address for delivery of mail addressed to SouthPeak the Borrower to such address as the Lender shall designate; (c) endorse the name of SouthPeak the Borrower in favor of the Lender upon any and all Payments checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into the Lender’s possession; (d) sign and endorse the name of SouthPeak the Borrower on any invoice or xxxx of lading relating to any Accountof the Receivables, on verifications of Accounts Receivables sent to any Account Debtor, to drafts against any Account DebtorsDebtor, to assignments of Accounts Receivables, and to notices to any Account DebtorsDebtor; and (e) do all acts and things necessary to carry out this AgreementAgreement and the transactions contemplated hereby, including signing the name of SouthPeak the Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted by the UCCCode. SouthPeak The Borrower hereby ratifies and approves all acts of such attorneyattorneys-in-fact fact, and neither the Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law unless occasioned by Lender’s or of any such attorney-in-fact’s , in each case, except to the extent resulting from the gross negligencenegligence or willful misconduct of Lender or such other attorney-in-fact. This power, being coupled with an interest, is irrevocable so long as the Indebtedness (other than any of unasserted claims for indemnification or expense reimbursement) remains unsatisfied, or any Loan Document remains effective, as solely determined by the Obligations remain unsatisfiedLender.

Notification to Account Debtors. Upon an Event of Default, Lender The Secured Party shall have the right at any time to notify any Account Debtors Debtor of its the Secured Party’s security interest in the Accounts Receivables and to require Payments payments to be made directly to Lender or to the LockboxSecured Party. To facilitate direct collection and upon an Event of Defaultcollection, SouthPeak the Debtor hereby appoints Lender the Secured Party and any officer or employee of Lenderthe Secured Party, as Lender the Secured Party may from time to time designate, as attorney-in-fact for SouthPeak the Debtor to (a) receive, open and dispose of all mail addressed to SouthPeak the Debtor and take therefrom any Payments payments on or proceeds of AccountsReceivables; (b) take over SouthPeakthe Debtor’s post office boxes or make such other arrangements, in which SouthPeak the Debtor shall cooperate, to receive SouthPeakthe Debtor’s mail, including notifying the post office authorities to change the address for delivery of mail addressed to SouthPeak the Debtor to such address as Lender the Secured Party shall designate; (c) endorse the name of SouthPeak the Debtor in favor of Lender the Secured Party upon any and all Payments checks, drafts, money orders, notes, acceptances or other evidences of payment or Master Security Agreement No. 5081087 Collateral that may come into Lenderthe Secured Party’s possession; (d) sign and endorse the name of SouthPeak the Debtor on any invoice or xxxx bxxx of lading relating to any Accountof the Receivables, on verifications of Accounts Receivables sent to any Account Debtor, to drafts against any Account DebtorsDebtor, to assignments of Accounts Receivables, and to notices to any Account DebtorsDebtor; and (e) do all acts and things necessary to carry out this AgreementAgreement and the transactions contemplated hereby, including signing the name of SouthPeak the Debtor on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted by the UCCVirginia Uniform Commercial Code. SouthPeak The Debtor hereby ratifies and approves all acts of such attorneyattorneys-in-fact fact, and neither Lender the Secured Party nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law unless occasioned by Lender’s or of any such attorney-in-fact’s gross negligence. This power, being coupled with an interest, is irrevocable so long as the Loan remains unsatisfied, or any of Loan Document remains effective, as solely determined by the Obligations remain unsatisfiedSecured Party.

Notification to Account Debtors. Upon an Event of Default, Lender The Secured Party shall have the right at any time after the occurrence and during the continuation of an Event of Default to notify any Account Debtors Debtor of its the Secured Party’s security interest in the Accounts Receivables and to require Payments payments to be made directly to Lender or to the LockboxSecured Party. To facilitate direct collection and upon an Event of Defaultcollection, SouthPeak the Debtor hereby appoints Lender the Secured Party and any officer or employee of Lenderthe Secured Party after the occurrence and during the continuation of an Event of Default, as Lender the Secured Party may from time to time designate, as attorney-in-fact for SouthPeak the Debtor to (a) receive, open and dispose of all mail addressed to SouthPeak the Debtor and take therefrom any Payments payments on or proceeds of AccountsReceivables; (b) take over SouthPeakthe Debtor’s post office boxes or make such other arrangements, in which SouthPeak the Debtor shall cooperate, to receive SouthPeakthe Debtor’s mail, including notifying the post office authorities to change the address for delivery of mail addressed to SouthPeak the Debtor to such address as Lender the Secured Party shall designate; (c) endorse the name of SouthPeak the Debtor in favor of Lender the Secured Party upon any and all Payments checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into Lenderthe Secured Party’s possession; (d) sign and endorse the name of SouthPeak the Debtor on any invoice or xxxx of lading relating to any Accountof the Receivables, on verifications of Accounts Receivables sent to any Account Debtor, to drafts against any Account DebtorsDebtor, to assignments of Accounts Receivables, and to notices to any Account DebtorsDebtor; and (e) do all acts and things necessary to carry out this AgreementAgreement and the transactions contemplated hereby, including signing the name of SouthPeak the Debtor on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted by the UCCCalifornia Uniform Commercial Code. SouthPeak The Debtor hereby ratifies and approves all acts of such attorneyattorneys-in-fact fact, and neither Lender the Secured Party nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law unless occasioned by Lender’s or of any such attorney-in-fact’s gross negligence. This power, being coupled with an interest, is irrevocable so long as the Indebtedness remains unsatisfied, or any of Loan Document remains effective, as solely determined by the Obligations remain unsatisfiedSecured Party.

Notification to Account Debtors. Upon the occurrence and during the continuation of an Event of Default, Lender the Secured Party shall have the right at any time to notify any Account Debtors Debtor of its the Secured Party’s security interest in the Accounts Receivables and to require Payments payments to be made directly to Lender or the Secured Party. Furthermore, in the event the Debtor’s Receivables have exceeded One Million Dollars ($1,000,000) at the end of each month for the preceding three (3) months, to the Lockbox. To facilitate direct collection and upon an Event of Defaultcollection, SouthPeak the Debtor hereby appoints Lender the Secured Party and any officer or employee of Lenderthe Secured Party, as Lender the Secured Party may from time to time designate, as attorneyattomey-in-fact for SouthPeak to the Debtor to, while an Event of Default continues (a) receive, open and dispose of all mail addressed to SouthPeak and take therefrom any Payments or proceeds of Accounts; (b) take over SouthPeak’s if the Debtor maintains post office boxes for the sole purpose of collecting Receivables, take over those post office boxes, or make such other arrangements, in which SouthPeak the Debtor shall cooperate, to receive SouthPeakthe Debtor’s mailmail addressed to those post office boxes, including notifying the post office authorities to change the address for delivery of mail addressed to SouthPeak those post office boxes of the Debtor to such address as Lender the Secured Party shall designate; (b) receive, open and dispose of any mail addressed to the Debtor and sent to such post office boxes and take therefrom any payments on or proceeds of Receivables (c) endorse the name of SouthPeak the Debtor in favor of Lender the Secured Party upon any and all Payments checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into Lenderthe Secured Party’s possession; (d) sign and endorse the name of SouthPeak the Debtor on any invoice or xxxx of lading relating to any Accountof the Receivables, on verifications of Accounts Receivables sent to any Account Debtor, to drafts against any Account DebtorsDebtor, to assignments of Accounts Receivables, and to notices to any Account DebtorsDebtor; and (e) do all acts and things necessary to carry out this AgreementAgreement and the transactions contemplated hereby, including signing the name of SouthPeak the Debtor on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted by the UCC. SouthPeak hereby ratifies and approves all acts of such attorney-in-fact and neither Lender nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law unless occasioned by Lender’s or such attorney-in-fact’s gross negligenceVirginia Uniform Commercial Code. This power, being coupled with an interest, is irrevocable so long as the Loan remains unsatisfied, or any of Loan Document remains effective, as solely determined by the Obligations remain unsatisfiedSecured Party.

Notification to Account Debtors. Upon an Event of Default, Lender The Secured Party shall have the right right, following the occurrence and during the continuation of an event of default, at any time to notify any Account Debtors Debtor of its the Secured Party’s security interest in the Accounts Receivables and to require Payments payments to be made directly to Lender or to the LockboxSecured Party. To facilitate direct collection and upon an Event of Defaultcollection, SouthPeak the Debtor hereby appoints Lender the Secured Party and any officer or employee of Lenderthe Secured Party, as Lender the Secured Party may from time to time designate, as attorney-in-fact for SouthPeak the Debtor to (a) receive, open and dispose of all mail addressed to SouthPeak the Debtor and take therefrom any Payments payments on or proceeds of AccountsReceivables; (b) take over SouthPeakthe Debtor’s post office boxes or make such other arrangements, in which SouthPeak the Debtor shall cooperate, to receive SouthPeakthe Debtor’s mail, including notifying the post office authorities to change the address for delivery of mail addressed to SouthPeak the Debtor to such address as Lender the Secured Party shall designate; (c) endorse the name of SouthPeak the Debtor in favor of Lender the Secured Party upon any and all Payments checks, drafts, money orders, notes, acceptances or other evidences of payment or Collateral that may come into Lenderthe Secured Party’s possession; (d) sign and endorse the name of SouthPeak the Debtor on any invoice or xxxx of lading relating to any Accountof the Receivables, on verifications of Accounts Receivables sent to any Account Debtor, to drafts against any Account DebtorsDebtor, to assignments of Accounts Receivables, and to notices to any Account DebtorsDebtor; and (e) do all acts and things necessary to carry out this AgreementAgreement and the transactions contemplated hereby, including signing the name of SouthPeak the Debtor on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted by the UCCVirginia Uniform Commercial Code. SouthPeak The Debtor hereby ratifies and approves all acts of such attorneyattorneys-in-fact fact, and neither Lender the Secured Party nor any other such attorney-in-fact shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law unless occasioned by Lender’s or of any such attorney-in-fact’s gross negligence. This power, being coupled with an interest, is irrevocable so long as the Indebtedness remains unsatisfied, or any of Debt Document remains effective, as solely determined by the Obligations remain unsatisfiedSecured Party.