Common use of Accounts and Payments in Respect of General Intangibles Clause in Contracts

Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Indenture, subject to the Intercreditor Agreement, if required by the Collateral Trustee at any time during the continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee, in a Blocked Account or a Cash Collateral Account, subject to withdrawal by the Collateral Trustee as provided in Section 5.5 (Proceeds to be Turned Over To Collateral Trustee). Until so turned over, subject to the Intercreditor Agreement, such payment shall be held by such Grantor in trust for the Collateral Trustee, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) Subject to the Intercreditor Agreement, at the Collateral Trustee's request, during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Trustee all original and other documents evidencing, and relating to, the agreements and transactions that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts. (c) Subject to the Intercreditor Agreement, the Collateral Trustee may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof. (d) Subject to the Intercreditor Agreement, the Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. (e) Subject to the Intercreditor Agreement, upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that it has granted to the Collateral Trustee a lien on and security interest in, all of its right, title and interest in, to and under the Accounts or General Intangibles and that payments in respect thereof shall be made directly to the Collateral Trustee. In addition, subject to the Intercreditor Agreement, the Collateral Trustee may at any time during the continuance of an Event of Default, to the extent permitted by applicable law, enforce such Grantor's rights against such Account Debtors and obligors of General Intangibles. (f) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee, nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee, nor any other Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Indenture, subject Subject to the Intercreditor rights of CapitalSource under the CapitalSource Loan Agreement and the Subordination Agreement, if required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payment payments of Accounts or payment payments in respect of General Intangibles, when collected by any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral TrusteeAgent if required, in a Blocked Account or a Cash Collateral Account, subject to withdrawal by the Collateral Trustee Agent as provided in Section 5.5 (Proceeds to be Turned Over To Collateral Trustee)5.4. Until so turned over, subject to the Intercreditor Agreement, such payment payments shall be held by such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) Subject to the Intercreditor rights of CapitalSource under the CapitalSource Loan Agreement and the Subordination Agreement, at the Collateral TrusteeAgent's request, during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements and transactions that which gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts. (c) Subject to the Intercreditor Agreement, the The Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof. (d) Subject to the Intercreditor rights of CapitalSource under the CapitalSource Loan Agreement and the Subordination Agreement, the Collateral Trustee Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAgent's satisfaction the existence, amount and terms of any Account Accounts or amounts due under any General IntangibleIntangibles. (e) Subject to the Intercreditor rights of CapitalSource under the CapitalSource Loan Agreement and the Subordination Agreement, upon the request of the Collateral Trustee Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that it has granted to the Collateral Trustee a lien on and security interest in, all of its right, title and interest in, to and under the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent. In addition, subject to the Intercreditor Agreement, the Collateral Trustee Agent may at any time during the continuance of an Event of Default, to the extent permitted by applicable law, Default enforce such Grantor's rights against such Account Debtors and obligors of General Intangibles. (f) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee, Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee, Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Indenture, subject to the Intercreditor Agreement, if If required by the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, any payment payments of Accounts or payment payments in respect of General Intangibles, when collected by any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral TrusteeAdministrative Agent if required, in a Blocked Account or a Cash Collateral AccountAccount maintained under the sole dominion and control of the Administrative Agent, subject to withdrawal by the Collateral Trustee Administrative Agent as provided in Section 5.5 (Proceeds to be Turned Over To Collateral Trustee)SECTION 5.4. Until so turned over, subject to the Intercreditor Agreement, such payment payments shall be held by such Grantor in trust for the Collateral TrusteeAdministrative Agent, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) Subject to At the Intercreditor Agreement, at the Collateral TrusteeAdministrative Agent's request, during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Trustee Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions that which gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts. (c) Subject to the Intercreditor Agreement, the Collateral Trustee The Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof. (d) Subject to the Intercreditor Agreement, the Collateral Trustee The Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAdministrative Agent's satisfaction the existence, amount and terms of any Account Accounts or amounts due under any General IntangibleIntangibles. (e) Subject to the Intercreditor Agreement, upon Upon the request of the Collateral Trustee Administrative Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that it has granted to the Collateral Trustee a lien on and security interest in, all of its right, title and interest in, to and under the Accounts or payments in respect of General Intangibles have been collaterally assigned to the Administrative Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAdministrative Agent. In addition, subject to the Intercreditor Agreement, the Collateral Trustee Administrative Agent may at any time during the continuance of an Event of Default, to the extent permitted by applicable law, Default so enforce such Grantor's rights against such Account Debtors and obligors of General Intangibles. (f) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee, Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Administrative Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee, Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Indenture, subject to the Intercreditor Agreement, if If required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payment payments of Accounts or payment payments in respect of General Intangibles, when collected by any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral TrusteeAgent if required, in a Blocked Account or a Cash Collateral AccountAccount maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Trustee Agent as provided in Section 5.5 (Proceeds to be Turned Over To Collateral Trustee)5.4. Until so turned over, subject to the Intercreditor Agreement, such payment payments shall be held by such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) Subject to the Intercreditor Agreement, at At the Collateral TrusteeAgent's request, during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements and transactions that which gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts. (c) Subject to the Intercreditor Agreement, the The Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof. (d) Subject to the Intercreditor Agreement, the The Collateral Trustee Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeAgent's satisfaction the existence, amount and terms of any Account Accounts or amounts due under any General IntangibleIntangibles. (e) Subject to the Intercreditor Agreement, upon Upon the request of the Collateral Trustee Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that it has granted the Accounts or payments in respect of General Intangibles have been collaterally assigned to the Collateral Trustee a lien on and security interest in, all of its right, title and interest in, to and under the Accounts or General Intangibles Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent. In addition, subject to the Intercreditor Agreement, the Collateral Trustee Agent may at any time during the continuance of an Event of Default, to the extent permitted by applicable law, enforce such Grantor's rights against such Default so notify Account Debtors and obligors of General IntangiblesDebtors. (f) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee, Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee, Agent nor any other Secured Party be obligated in any manner to perform any obligation of the obligations of any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that which may have been assigned to it or to which it may be entitled at any time or times.

Accounts and Payments in Respect of General Intangibles. Subject to the prior rights, if any, of the “Agent” under the Credit Agreement Security Agreement: (a) In addition to, and not in substitution for, any similar requirement in the Indenture, subject to the Intercreditor AgreementSubordinated Note Documents, if required by the Collateral Trustee Subordinated Lender at any time during the continuance of an Event of Default, any payment of Accounts accounts or payment in respect of General Intangiblesgeneral intangibles, when collected by any Grantor, shall be forthwith promptly (and, in any event, within two 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral TrusteeSubordinated Lender, in a Blocked Account or a Cash Collateral Account, subject to withdrawal by the Collateral Trustee Subordinated Lender as provided in Section 5.5 (Proceeds to be Turned Over To Collateral Trustee)6.4. Until so turned over, subject to the Intercreditor Agreement, such payment shall be held by such Grantor in trust for the Collateral TrusteeSubordinated Lender, segregated from other funds of such Grantor. Each such deposit of Proceeds proceeds of Accounts accounts and payments in respect of General Intangibles general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) Subject to the Intercreditor Agreement, at the Collateral Trustee's request, At any time during the continuance of an Event of Default, : (i) each Grantor shall shall, upon the Subordinated Lender’s request, deliver to the Collateral Trustee Subordinated Lender all original and other documents evidencing, and relating to, the agreements Contractual Obligations and transactions that gave rise to the Accounts any account or payments any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts.receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Subordinated Lender and that payments in respect thereof shall be made directly to the Subordinated Lender; (cii) Subject to the Intercreditor Agreement, the Collateral Trustee Subordinated Lender may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts accounts or amounts due under General Intangibles general intangibles or any thereof. (d) Subject to the Intercreditor Agreementthereof and, the Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default others, communicate with Account Debtors account debtors to verify with them to the Collateral Trustee's Subordinated Lender’s satisfaction the existence, amount and terms of any Account account or amounts due under any General Intangible. (e) Subject to the Intercreditor Agreement, upon the request of the Collateral Trustee at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that it has granted to the Collateral Trustee a lien on and security interest in, all of its right, title and interest in, to and under the Accounts or General Intangibles and that payments in respect thereof shall be made directly to the Collateral Trusteegeneral intangible. In addition, subject to the Intercreditor Agreement, the Collateral Trustee Subordinated Lender may at any time during the continuance of an Event of Default, to the extent permitted by applicable law, enforce such Grantor's ’s rights against such Account Debtors account debtors and obligors of General Intangiblesgeneral intangibles; and (iii) each Grantor shall take all actions, deliver all documents and provide all information necessary or reasonably requested by the Subordinated Lender to ensure any Internet Domain Name is registered. (fc) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts account and payments each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee, nor any other Secured Party The Subordinated Lender shall not have any obligation or liability under any agreement giving rise to an Account account or a payment in respect of a General Intangible general intangible by reason of or arising out of this Agreement any Subordinated Note Document or the receipt by the Collateral Trustee nor any other Secured Party Subordinated Lender of any payment relating thereto, nor shall the Collateral Trustee, nor any other Secured Party Subordinated Lender be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the IndentureCredit Documents, subject to the terms of the Intercreditor Agreement, if required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payment of Accounts accounts or payment in respect of General Intangiblesgeneral intangibles, when collected by any Grantor, shall be forthwith promptly (and, in any event, within two 2 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral TrusteeApplicable Agent, in a Blocked Account or a Cash Collateral Account, subject to withdrawal by the Collateral Trustee Applicable Agent as provided in Section 5.5 (Proceeds to be Turned Over To Collateral Trustee)‎5.4. Until so turned over, subject to the Intercreditor Agreement, such payment shall be held by such Grantor in trust for the Collateral TrusteeApplicable Agent, segregated from other funds of such Grantor. Each such deposit of Proceeds proceeds of Accounts accounts and payments in respect of General Intangibles general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) Subject to the Intercreditor Agreement, at the Collateral Trustee's request, At any time during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement: (i) each Grantor shall shall, upon Collateral Agent’s request, deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements Contractual Obligations and transactions that gave rise to the Accounts any account or payments any payment in respect of General Intangiblesgeneral intangibles, including all original orders, invoices and shipping receipts.receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to Collateral Agent and that payments in respect thereof shall be made directly to Collateral Agent; (cii) Subject to the Intercreditor Agreement, the Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts accounts or amounts due under General Intangibles general intangibles or any thereof. (d) Subject to the Intercreditor Agreementthereof and, the Collateral Trustee in its own name or in the name of others may at any time during the continuance of an Event of Default others, communicate with Account Debtors account debtors to verify with them to the Collateral Trustee's Agent’s satisfaction the existence, amount and terms of any Account account or amounts due under any General Intangible. (e) Subject general intangible. In addition, Collateral Agent may at any time, subject to the terms of the Intercreditor Agreement, upon the request enforce such Grantor’s rights against such account debtors and obligors of the Collateral Trustee at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that it has granted to the Collateral Trustee a lien on and security interest in, all of its right, title and interest in, to and under the Accounts or General Intangibles and that payments in respect thereof shall be made directly to the Collateral Trustee. In addition, subject to the Intercreditor Agreement, the Collateral Trustee may at any time during the continuance of an Event of Default, general intangibles to the extent permitted by applicable law; and (iii) each Grantor shall take all actions, enforce such Grantor's rights against such Account Debtors deliver all documents and obligors of General Intangiblesprovide all information necessary or reasonably requested by Collateral Agent to ensure any internet domain name is registered. (fc) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts account and payments each payment in respect of General Intangibles general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee, nor any other No Secured Party shall have any obligation or liability under any agreement giving rise to an Account account or a payment in respect of a General Intangible general intangible by reason of or arising out of this Agreement any Credit Document or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee, nor any other Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an Account account or a payment in respect of a General Intangiblegeneral intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Indenture, subject to the Intercreditor Agreement, if If required by the Collateral Trustee Bank Administrative Agent at any time during the continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral TrusteeBank Administrative Agent if required, in a Blocked Account or a Cash Collateral Account, subject to withdrawal by the Collateral Trustee Bank Administrative Agent as provided in Section 5.5 5.4 (Proceeds to be Turned Over To Collateral TrusteeBank Administrative Agent). Until so turned over, subject to the Intercreditor Agreement, such payment shall be held by such Grantor in trust for the Collateral TrusteeBank Administrative Agent, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) Subject to At the Intercreditor Agreement, at the Collateral TrusteeBank Administrative Agent's request, during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Trustee Bank Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts. (c) Subject to the Intercreditor Agreement, the Collateral Trustee The Bank Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof. (d) Subject to the Intercreditor Agreement, the Collateral Trustee The Bank Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral TrusteeBank Administrative Agent's satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible. (e) Subject to the Intercreditor Agreement, upon Upon the request of the Collateral Trustee Bank Administrative Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that it has granted to the Collateral Trustee a lien on and security interest in, all of its right, title and interest in, to and under the Accounts or General Intangibles have been collaterally assigned to the Bank Administrative Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeBank Administrative Agent. In addition, subject to the Intercreditor Agreement, the Collateral Trustee Bank Administrative Agent may at any time during the continuance of an Event of Default, to the extent permitted by applicable law, Default enforce such Grantor's rights against such Account Debtors and obligors of General Intangibles. (f) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee, nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee, nor any other Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Accounts and Payments in Respect of General Intangibles. (a) In addition to, and not in substitution for, any similar requirement in the Indenture, subject to the Intercreditor Credit Agreement, if required by the Collateral Trustee Agent at any time during the continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Grantor, shall be forthwith (and, in any event, within two Business Days) immediately deposited by such Grantor in the exact form received, duly indorsed endorsed by such Grantor to the Collateral TrusteeAgent, in a Blocked an Approved Deposit Account or a Cash Collateral Account, subject to withdrawal by the Collateral Trustee Agent as provided in Section 5.5 6.5 (Proceeds to be Turned Over To Collateral TrusteeAgent). Until so turned over, subject to the Intercreditor Agreement, such payment shall be held by such Grantor in trust for the Collateral TrusteeAgent, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. (b) Subject to the Intercreditor Agreement, at At the Collateral Trustee's Agent’s request, during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Trustee Agent all original and other documents evidencing, and relating to, the agreements and transactions that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts. (c) Subject to the Intercreditor Agreement, the The Collateral Trustee Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof. (d) Subject to the Intercreditor Agreement, the The Collateral Trustee Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Collateral Trustee's Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General IntangibleIntangibles. (e) Subject to the Intercreditor Agreement, upon Upon the request of the Collateral Trustee Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that it has granted to the Collateral Trustee a lien on and security interest in, all of its right, title and interest in, to and under the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral TrusteeAgent. In addition, subject to the Intercreditor Agreement, the Collateral Trustee Agent may at any time during the continuance of an Event of Default, to the extent permitted by applicable law, Default enforce such Grantor's ’s rights against such Account Debtors and obligors of General Intangibles. (f) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee, Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Trustee Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Trustee, Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a such General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.