Common use of Administration of Accounts Clause in Contracts

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on Accounts constituting Collateral to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower Parties. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower Parties. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to the Borrowers to pay therefor. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default has occurred, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing), at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, Agent and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including including, without limitation, attorneys’ ' fees, to the Borrower PartiesBorrowers. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party hereby irrevocably makes, constitutes constitutes, and appoints the Administrative Agent as such Borrower Party’s Borrower's true and lawful attorney and agent-in-fact to endorse such Borrower Party’s Borrower's name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s 's possession or under the Administrative Agent’s 's control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, Agent shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs costs, and expenses thereof, including including, without limitation, attorney’s 's fees, to the Borrower PartiesBorrowers. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is are authorized, in its their sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party Borrowers and to make a Base Rate Advance to the Borrowers to pay therefor. The Borrower Parties Borrowers shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (c) Whether After a Default or not a an Event of Default has occurred, any of the Administrative Agent’s 's officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower PartiesBorrowers, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwisefacsimile. The Each Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender GroupSecured Parties, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower PartiesBorrowers. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Credit Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Credit Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Credit Party’s name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender GroupSecured Parties, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, deficiencies and reasonable costs and expenses thereof, including attorney’s fees, to the Borrower PartiesBorrowers. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Credit Party and to make a Base Rate Advance Loan to the Borrowers to pay thereforsuch amount. The Borrower Parties Borrowers shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Credit Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default or Event of Default has occurred, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower Credit Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall Each Credit Party will, and will cause each of its Subsidiaries to, cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower PartiesBorrowers. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Credit Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Credit Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Credit Party’s name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower PartiesBorrowers. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Credit Party and to make a Base Rate Advance to the Borrowers to pay therefor. The Borrower Credit Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Credit Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default has occurred, any of the Administrative Agent’s officers, employees or agents shall have the right after prior upon notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)the right, at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower Credit Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Credit Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after upon the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower PartiesBorrower. The Administrative Agent Lender Group has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, Agent shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor Debtors and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s attorneys’ fees, to the Borrower PartiesBorrower. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and Party. The Borrower agrees to make a Base reimburse the Administrative Agent promptly therefor with interest accruing thereon daily at the Default Rate Advance to the Borrowers to pay thereforprovided in this Agreement. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default has occurredUpon the occurrence and during the continuance of an Event of Default, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the LendersAdministrative Agent, or any designee of the Lenders Administrative Agent or the Borrower Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after Upon the occurrence and during the continuance of an Event of Default Default, the Administrative Agent retains the right to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower PartiesBorrower. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Credit Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Credit Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Credit Party’s name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower PartiesBorrower. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Credit Party and to make a Base Rate Advance to the Borrowers Borrower to pay therefor. The Borrower Credit Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Credit Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default or Event of Default has occurred, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior which notice shall not, however, be required if an Event of Default shall have occurred and be continuingthen exists), at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower Credit Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Credit Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after Upon the occurrence and during the continuance of an Event of Default Default, the Administrative Agent retains the right to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower PartiesBorrowers. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Credit Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Credit Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Credit Party’s name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower PartiesBorrower. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole and absolute discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Credit Party and to make a Base Rate Advance to the Borrowers to pay therefor. The Borrower Credit Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Credit Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default or Event of Default has occurred, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower Credit Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Credit Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on Debtors, Credit Card Processors and Credit Card Issuers that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower PartiesBorrowers. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor Debtor, Credit Card Processors and Credit Card Issuers and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower PartiesBorrowers. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole and absolute discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to the Borrowers to pay therefor. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default has occurred, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on Accounts constituting Collateral to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower Parties. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower Parties. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to the Borrowers to pay therefor. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default has occurred, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing), at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph email or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ ' fees, to the Borrower PartiesBorrowers. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s 's true and lawful attorney and agent-in-fact to endorse such Borrower Party’s 's name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s 's possession or under the Administrative Agent’s 's control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s 's fees, to the Borrower PartiesBorrowers. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to the Borrowers to pay therefor. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default has occurred, any of the Administrative Agent’s 's officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (aA) The Administrative Upon the granting of any discounts, allowances or credits by Borrower that are not shown on the face of the invoice for the Account involved, Borrower shall promptly report such discounts, allowances or credits, as the case may be, to Agent retains and in no event later than the right time of its submission to Agent of the next Schedule of Accounts as provided in SECTION 5.2. Upon and after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on Accounts constituting Collateral to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower Parties. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, Agent shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including reasonable attorney’s 's fees, to the Borrower PartiesBorrower. (bB) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to charge the Borrowers to pay Loan Account therefor. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, Agent, for the Administrative Agent benefit of Lenders, shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (cC) Whether or not a Default or an Event of Default has occurred, any of the Administrative Agent’s 's officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the LendersAgent, or any designee of the Lenders Agent or the Borrower PartiesBorrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (aA) The Administrative Agent retains Borrower shall report discounts, allowances or credits granted by Borrower that are not shown on the right face of the invoice for the Account involved to Lender at the time of its submission to Lender of the next Schedule of Accounts as provided in SECTION 5.2 or more frequently upon the request of Lender. Upon and after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on Accounts constituting Collateral to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower Parties. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent Lender may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including reasonable attorney’s 's fees, to the Borrower PartiesBorrower. (bB) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders Lender is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to charge the Borrowers to pay Loan Account therefor. The Borrower Parties shall notify the Administrative Agent Lender if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent Lender shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (cC) Whether or not a an Event of Default has occurred, any of the Administrative Agent’s Lender's officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the LendersLender, or any designee of the Lenders Lender or the Borrower PartiesBorrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders Lender in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Administrative Agent retains on such periodic basis as Agents shall request a sales and collections report for the right after the occurrence and during the continuance of an Event of Default preceding period, in form reasonably satisfactory to notify the Account Debtors Agents. Borrower shall also provide to pay all amounts owing on Accounts constituting Collateral to the Administrative Agent, for on or before the benefit 20th day of each month, a detailed aged trial balance of all Accounts existing as of the Lender Grouplast day of the preceding month, specifying the names, addresses, face value, dates of invoices and to collect the Accounts directly in its own name due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Agents' request therefor, copies of proof of delivery and to charge the collection costs and expensesa copy of all documents, including attorneys’ fees, to the Borrower Parties. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes repayment histories and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments present status reports relating to the Accounts which come into so scheduled and such other matters and information relating to the Administrative Agent’s possession or under the Administrative Agent’s control status of then existing Accounts as a result of its taking any of the foregoing actionsAgents shall reasonably request. Additionally, upon the occurrence and during the continuance of an Event of Default, the Borrower shall deliver to Administrative Agent, for the benefit promptly upon Agents’ request, copies of the Lender Group, shall have the right invoices or invoice registers related to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower Partiesits Accounts. (b) If Borrower grants any discounts, allowances or credits that are not shown on the face of the invoice for the Account involved, Borrower shall report such discounts, allowances or credits, as the case may be to Administrative Agent as part of the next required Schedule of Accounts. If any amounts due and owing in excess of $200,000 are in dispute between Borrower and any Account Debtor, or if any returns are made in excess of $200,000 with respect to any Accounts owing from an Account Debtor, Borrower shall provide the Administrative Agent with written notice thereof at the time of submission of the next Schedule of Accounts, explaining in detail the reason for the dispute or return, all claims related thereto and the amount in controversy. (c) If an Account of Borrower includes a charge for any tax Taxes payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretionPermitted Discretion, to pay the amount thereof to the proper taxing governmental authority for the account of the applicable Borrower Party and to make charge Borrower therefor as a Base Rate Advance to the Borrowers to pay therefor. The Borrower Parties shall notify the Lender Group Expense, provided that Administrative Agent if shall be not liable for any Account includes any tax Taxes that may be due to any governmental taxing authority andby Borrower. (d) Whether or not a Default or an Event of Default exists, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default has occurred, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing), at any time or times hereaftertime, in the name of the LendersAdministrative Agent, or any designee of the Lenders Administrative Agent or the Borrower Parties, to verify the validity, amount or any other matter relating to any Accounts of Borrower by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process. Administrative Agent retains the right at all times that an Event of Default exists to notify Account Debtors of Borrower that Accounts have been assigned to Administrative Agent and to collect Accounts directly in its own name and to charge to Borrower the reasonable collection costs and expenses incurred by Administrative Agent, including reasonable attorneys' fees, as Lender Group Expenses.

Administration of Accounts. (aA) The Administrative Agent retains Upon the right granting of any discounts, allowances or credits by any Borrower that are not shown on the face of the invoice for the Account involved, each Borrower shall promptly report such discounts, allowances or credits, as the case may be, to Lender and in no event later than the time of its submission to Lender of the next Schedule of Accounts as provided in Section 5.2. Upon and after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on Accounts constituting Collateral to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower Parties. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent Lender may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s 's fees, to the Borrower PartiesBorrowers. Borrowers shall remain liable for any deficiency. (bB) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders Lender is authorized, if any Borrower does not do so in its sole discretiona timely manner, to pay the amount thereof to the proper taxing authority for the account of the applicable such Borrower Party and to make a Base Rate Advance to charge the Borrowers to pay Loan Account therefor. The Borrower Parties Borrowers shall notify the Administrative Agent Lender if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and Lender except as otherwise provided herein shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party Borrowers by reason of the sale and delivery creating the Account. (cC) Whether or not a Default or an Event of Default has occurred, any of the Administrative Agent’s Lender's officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the LendersLender, or any designee of the Lenders Lender or the Borrower PartiesBorrowers, to verify the validity, amount or any other matter relating to any Accounts Account by mail, telephone, telegraph or otherwise. The Borrower Parties At Borrowing Agent's request, Lender will provide Borrowing Agent with reasonable general information about the manner in which Lender intends to conduct its verifications during periods when an Event of Default does not exist. Borrowers shall cooperate fully with the Administrative Agent and the Lenders Lender in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower PartiesBorrowers. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, Agent shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor Debtors, and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s feesreasonable and documented fees and expenses, to the Borrower PartiesBorrowers. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to the Borrowers to pay therefor. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default or Event of Default has occurred, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing), at any time or times hereafter, in the name of the LendersAdministrative Agent, or any designee of the Lenders Administrative Agent or the Borrower Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right Borrower agrees to submit to Bank, within thirty (30) days after the occurrence and end of each month during the continuance term of an Event the Revolver, a summary aged trial balance of Default to notify all accounts existing as of the Account Debtors to pay last day of such month, and all amounts owing on Accounts constituting Collateral inventory, in form satisfactory to the Administrative Agent, for the benefit Bank. Borrower agrees to keep accurate and complete records of the Lender Groupits accounts, and to collect the Accounts directly in its own name of all payments and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower Parties. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisablecollections thereof, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower Partiesof all inventory. (b) If an Account includes Monthly, within thirty (30) days after the end of each monthly period, Borrower shall submit a charge for any tax payable borrowing base certificate to any governmental taxing authorityBank setting forth the amount of Borrower's Eligible Accounts Receivable (as defined in the Borrowing Base Agreement), upon the occurrence Eligible Inventory and during the continuance of an Event of Default, the Administrative Agent on behalf Equipment as of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to the Borrowers to pay therefor. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence last day of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Accountmonthly period. (c) Whether or not a an Event of Default has occurred, Borrower shall permit Bank, including any of the Administrative Agent’s its officers, employees agents or agents designees, to inspect and verify the amount of or any other matter relating to the Borrower's accounts. Borrower agrees to cooperate fully with Bank in such inspection and verification process. (d) Bank shall have the right at any time after prior notice to the Administrative Borrower (provided no prior notice shall be required if occurrence of an Event of Default shall to notify any or all account debtors that Borrower's accounts have occurred been assigned to Bank and be continuing)to collect the accounts in its name. B. Acquisition Line. (i) Subject to the terms hereof, at any time or times hereafterBank agrees to extend a non-revolving line of credit (the "Acquisition Line") to Borrower, in the name original principal amount of up to Five Million Dollars ($5,000,000), for the purpose of providing a portion of the Lenders, or any designee funds required to finance acquisitions by Borrower. The proceeds of the Lenders or Acquisition Line will be available to Borrower at the closing of any such acquisition in such amounts as the Bank, in its discretion, may agree to be advanced in connection with such acquisition. To evidence the Acquisition Line, Borrower Partiesshall execute and deliver to Bank a promissory note (the "Acquisition Note") in the principal amount of $5,000,000, which Acquisition Note shall bear interest and be payable in accordance with the terms set forth hereinbelow. (ii) Interest and Principal. Interest on the principal amount outstanding under the Acquisition Line from time to verify time shall accrue at the validityrate of thirty- day LIBOR, amount or other matter relating to any Accounts by mailplus two hundred twenty-five basis points (2.25%) per annum, telephone, telegraph or otherwisewhich accrued interest shall be payable monthly in arrears. The Borrower Parties principal of the Acquisition Note, together with any accrued but unpaid interest thereon, shall cooperate fully with be repaid in full on the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification processMaturity Date.

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, Agent and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower PartiesBorrower. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each The Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Partythe Borrower’s true and lawful attorney and agent-in-fact to to, after the occurrence and during the continuation of an Event of Default, endorse such Borrower Partythe Borrower’s name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. The Agent shall endeavor to forward to the Borrower a copy of any notice it gives to any Account Debtor under this Section, provided that the Agent shall have no liability for the failure to do so, nor will such failure have any effect on any action taken pursuant hereto. Additionally, upon after the occurrence and during the continuance continuation of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, Agent shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower. The Borrower Partiesshall keep accurate and complete records of the Accounts and all payments and collections thereon. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is are authorized, in its their sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to the Borrowers Borrower to pay therefor. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any the Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default has occurredFollowing the occurrence and during the continuation of an Event of Default, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower PartiesBorrower, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Agent shall notify the Borrower Parties that it has taken action to verify any Account. The Borrower shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (aA) The Administrative Upon the granting of any discounts, allowances or credits by a Borrower that are not shown on the face of the invoice for the Account involved, such Borrower shall promptly report such discounts, allowances or credits, as the case may be, to Agent retains and in no event later than the right time of its submission to Agent of the next Schedule of Accounts as provided in SECTION 5.2. Upon and after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on Accounts constituting Collateral to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower Parties. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, Agent shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including reasonable attorney’s 's fees, to the Borrower PartiesBorrowers. (bB) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party Borrowers and to make a Base Rate Advance to charge the Borrowers to pay Loan Account therefor. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, Agent, for the Administrative Agent benefit of Lenders, shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (cC) Whether or not a Default or an Event of Default has occurred, any of the Administrative Agent’s 's officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the LendersAgent, or any designee of the Lenders Agent or the Borrower Partiesa Borrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties Borrowers shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (aA) The Administrative Upon the granting of any discounts, allowances or credits by Borrower that are not shown on the face of the invoice for the Account involved, Borrower shall promptly report such discounts, allowances or credits, as the case may be, to Collateral Agent retains and in no event later than the right after time of its submission to Collateral Agent of the next Schedule of Accounts as provided in Section 5.2. Upon the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on Accounts constituting Collateral to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower Parties. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, Collateral Agent shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Collateral Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including reasonable attorney’s 's fees, to the Borrower PartiesBorrower. (bB) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Collateral Agent on behalf of the Lenders is authorized, in its sole discretion, upon the occurrence and during the continuation of an Event of Default, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to charge the Borrowers to pay Loan Account therefor. The Borrower Parties shall notify the Administrative Collateral Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, Collateral Agent, for the Administrative Agent benefit of Lenders, shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (cC) Whether or not a Default or an Event of Default has occurred, any of the Administrative Collateral Agent’s 's officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the LendersCollateral Agent, or any designee of the Lenders Collateral Agent or the Borrower PartiesBorrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Collateral Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Borrower shall report discounts, allowances or credits granted by Borrower that are not shown on the face of the invoice for the Account involved to Agent retains at the right time of its submission to Agent of the next Schedule of Accounts as provided in Section 5.2 or more frequently upon the request of Agent. Upon and after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on Accounts constituting Collateral to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower Parties. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, Agent shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including reasonable attorney’s 's fees, to the Borrower PartiesBorrower. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to charge the Borrowers to pay Loan Account therefor. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental govenunental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not a an Event of Default has occurred, any of the Administrative Agent’s 's officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the LendersAgent, or any designee of the Lenders Agent or the Borrower PartiesBorrower, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender GroupLenders, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower PartiesBorrowers. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower PartyBorrower’s true and lawful attorney and agent-in-fact to endorse such Borrower PartyBorrower’s name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender GroupLenders, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower PartiesBorrowers. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to the Borrowers to pay therefor. The Borrower Parties Borrowers shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default has occurred, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower PartiesBorrowers, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph electronic mail, facsimilie or otherwise. The Borrower Parties Borrowers shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower PartiesBorrower. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower PartiesBorrower. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and Party. The Borrower agrees to make a Base reimburse the Lenders promptly therefor with interest accruing thereon daily at the Default Rate Advance to the Borrowers to pay thereforprovided in this Agreement. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default has occurred, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower PartiesBorrower. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower PartiesBorrower. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to the Borrowers Borrower to pay therefor. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default has occurred, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence and right, during the continuance existence of an Event of Default a Cash Dominion Condition, to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower PartiesBorrowers. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Credit Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Credit Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Credit Party’s name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower PartiesBorrower. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole and absolute discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Credit Party and to make a Base Rate Advance Loan to the Borrowers to pay therefor. The Borrower Credit Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Credit Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default or Event of Default has occurred, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower Credit Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Credit Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence and during the continuance continuation of an Event of Default to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, Agent and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including reasonable attorneys’ ' fees, to the Borrower PartiesBorrower. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each The Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s the Borrower's true and lawful attorney and agent-in-fact to endorse such Borrower Party’s the Borrower's name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s 's possession or under the Administrative Agent’s 's control as a result of its taking any of the foregoing actions. Additionally, the Agent shall have the right to collect all Accounts directly from the Account Debtors and, upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including reasonable attorney’s 's fees, to the Borrower PartiesBorrower. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is are authorized, in its their sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to the Borrowers Borrower to pay therefor. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any the Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default or an Event of Default has occurred, any of the Administrative Agent’s 's officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower PartiesBorrower, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a1) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower PartiesBorrowers. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Credit Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Credit Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Credit Party’s name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon after the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower PartiesBorrowers. (b2) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Credit Party and to make a Base Rate Advance to the Borrowers to pay therefor. The Borrower Credit Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Credit Party by reason of the sale and delivery creating the Account. (c3) Whether or not a Default has occurred, any of the Administrative Agent’s officers, employees or agents shall have the right after prior upon notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)the right, at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower Credit Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Credit Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after Upon the occurrence and during the continuance of an Event of Default Default, the Administrative Agent retains the right to notify the Account Debtors to pay all amounts owing on and Credit Card Processors that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including reasonable and documented out-of-pocket attorneys’ fees, to the Borrower PartiesBorrowers. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Credit Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Credit Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Credit Party’s name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor or Credit Card Processor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including reasonable and documented out-of-pocket attorney’s fees, to the Borrower Parties. (b) Borrowers. If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is authorized, in its sole and absolute discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Credit Party and to make a Base Rate Advance to the Borrowers to pay therefor. The Borrower Credit Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Credit Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default has occurred. Upon the occurrence and during the continuance of an Event of Default, any of the Administrative Agent’s officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing), at any time or times hereafterright, in the name of the Lenders, or any designee of the Lenders or the Borrower Credit Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Credit 109 NAI-1536628076v4 Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, Agent and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ ' fees, to the Borrower PartiesBorrower. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each The Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s the Borrower's true and lawful attorney and agent-in-fact to endorse such Borrower Party’s the Borrower's name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s 's possession or under the Administrative Agent’s 's control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, Agent shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s 's fees, to the Borrower PartiesBorrower. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders is are authorized, in its their sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance to the Borrowers Borrower to pay therefor. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the 84 Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any the Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default or an Event of Default has occurred, any of the Administrative Agent’s 's officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower PartiesBorrower, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (aA) The Administrative Agent retains Upon the right granting of any discounts, allowances or credits by any Credit Party that are not shown on the face of the invoice for the Account involved, Borrower shall promptly report such discounts, allowances or credits, as the case may be, to Lender and in no event later than the time of its submission to Lender of the next Schedule of Accounts as provided in Section 5.2. Upon and after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on Accounts constituting Collateral to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower Parties. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments relating to the Accounts which come into the Administrative Agent’s possession or under the Administrative Agent’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent Lender may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s 's fees, to the Borrower PartiesBorrower. (bB) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders Lender is authorized, in its sole discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower relevant Credit Party and to make a Base Rate Advance to charge the Borrowers to pay Loan Account therefor. The Borrower Parties shall notify the Administrative Agent Lender if any Account includes any tax due to any governmental taxing authority other than sales and use taxes described on the face amount of the Account representing sales of Inventory in the ordinary course of business and, in the absence of such notice, the Administrative Agent Lender shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Credit Party by reason of the sale and delivery creating the Account. (cC) Whether If any Default or not a Event of Default has occurredoccurred and is then continuing, any of the Administrative Agent’s officers, employees or agents then Lender shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the LendersLender, or any designee of the Lenders Lender or the Borrower Partiesany Credit Party, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwiseotherwise and shall use its best efforts to notify the Borrower of such verification attempts, but the failure to notify the Borrower shall not create a cause of action against the Lender for failing to give such notice. The Borrower Parties and each other Credit Party shall cooperate fully with the Administrative Agent and the Lenders Lender in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent Lender retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors that the Accounts have been assigned to pay all amounts owing on Accounts constituting Collateral to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including attorneys’ fees, to the Borrower PartiesBorrower. The Administrative Agent Lender has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent Lender as such Borrower PartyBorrower’s true and lawful attorney and agent-in-fact to endorse such Borrower PartyBorrower’s name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative AgentLender’s possession or under the Administrative AgentLender’s control as a result of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor Debtors and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent Lender may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower PartiesBorrower. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders Lender is authorized, in its sole and absolute discretion, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate an Advance to the Borrowers Borrower to pay therefor. The Borrower Parties shall notify the Administrative Agent Lender if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent Lender shall have the right to retain the full proceeds of the Account and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not At any time, Lender may, at its option, (i) conduct a Default has occurred, any credit check of the Administrative AgentAccount Debtor for each Account or Purchase Order requested by Borrower for financing hereunder in order to approve any such Account Debtor’s officerscredit before agreeing to finance such Account or Purchase Order, employees or agents shall have (ii) notify any Person owing Borrower money of Lender’s security interest in the right after prior notice to Accounts and the Administrative Borrower proceeds thereof, and (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing), at any time or times hereafter, iii) in the name of the LendersLender, or any designee of the Lenders Lender, or the Borrower PartiesBorrower, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders Lender in an effort to facilitate and promptly conclude any such verification processof the foregoing actions.

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors to pay all amounts owing on that the Accounts constituting Collateral have been assigned to the Administrative Agent, for the benefit of the Lender Group, and to collect the Accounts directly in its own name and to charge the collection costs and expenses, including reasonable attorneys’ ' fees, to the Borrower PartiesBorrower. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes and appoints the Administrative Agent as such Borrower Party’s 's true and lawful attorney and agent-in-fact to endorse such Borrower Party’s 's name on any checks, notes, drafts or other payments relating to to, the Accounts which come into the Administrative Agent’s 's possession or under the Administrative Agent’s 's control as a result of its taking any of the foregoing actions. Additionally, upon after the occurrence and during the continuance of an any Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including reasonable attorney’s 's fees, to the Borrower PartiesBorrower. (b) If an Account includes a charge for any tax payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent Agent, on behalf of the Lenders Lender Group, is authorized, in its sole discretiondiscretion during the existence of an Event of Default, to pay the amount thereof to the proper taxing authority for the account of the applicable Borrower Party and to make a Base Rate Advance or an Agent Advance to the Borrowers Borrower to pay therefor. The Borrower Parties shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such noticenotice and after the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right to retain the full proceeds of the Account and apply such proceeds to the Obligations as set forth in Section 2.11(b) and shall not be liable for any taxes to any governmental taxing authority that may be due by any Borrower Party by reason of the sale and delivery creating the Account. (c) Whether or not a Default or an Event of Default has occurred, any of the Administrative Agent’s 's officers, employees or agents shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing)right, at any time or times hereafter, in the name of the Lenders, or any designee of the Lenders or the Borrower Parties, to verify the validity, amount or other matter relating to any Accounts by mail, telephone, telegraph or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders in an effort to facilitate and promptly conclude any such verification process.

Administration of Accounts. (a) The Administrative Agent retains the right after the occurrence Borrower shall keep accurate and during the continuance complete records of an Event of Default its Accounts and all payments and collections thereon and shall submit to notify the Account Debtors to pay all amounts owing Lender on Accounts constituting Collateral to the Administrative Agent, such periodic basis as Lender may reasonably request a sales and collections report for the benefit preceding period, in form reasonably satisfactory to Lender. Borrower shall also provide to Lender, on or before the 20th day of each month, a detailed aged trial balance of all Accounts existing as of the Lender Grouplast day of the preceding month, specifying the names, addresses, face value, dates of invoices and to collect the Accounts directly in its own name due dates for each Account Debtor obligated on an Account so listed (“Schedule of Accounts”), and, upon Lender’s request therefor, copies of proof of delivery and to charge the collection costs and expensesa copy of all documents, including attorneys’ fees, to the Borrower Parties. The Administrative Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Borrower Party irrevocably makes, constitutes repayment histories and appoints the Administrative Agent as such Borrower Party’s true and lawful attorney and agent-in-fact to endorse such Borrower Party’s name on any checks, notes, drafts or other payments present status reports relating to the Accounts which come into so scheduled and such other matters and information relating to the Administrative Agentstatus of then existing Accounts as Lender shall reasonably request. Borrower shall deliver to Lender, promptly upon Lender’s possession request, copies of invoices or under the Administrative Agent’s control as a result invoice registers related to all of its taking any of the foregoing actions. Additionally, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Lender Group, shall have the right to collect and settle or adjust all disputes and claims directly with the Account Debtor and to compromise the amount or extend the time for payment of the Accounts upon such terms and conditions as the Administrative Agent may deem advisable, and to charge the deficiencies, reasonable costs and expenses thereof, including attorney’s fees, to the Borrower PartiesAccounts. (b) If Borrower grants any discounts, allowances or credits that are not shown on the face of the invoice for the Account involved, Borrower shall report such discounts, allowances or credits, as the case may be to Lender as part of the next required Schedule of Accounts. If any amounts due and owing in excess of $250,000 are in dispute between Borrower and any Account Debtor, or if any returns are made in excess of $250,000 with respect to any Accounts owing from an Account Debtor, Borrower shall provide Lender with written notice thereof at the time of submission of the next Schedule of Accounts, explaining in detail the reason for the dispute or return, all claims related thereto and the amount in controversy. (c) If an Account of Borrower includes a charge for any tax Taxes payable to any governmental taxing authority, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent on behalf of the Lenders Lender is authorized, in its sole discretion, to pay the amount thereof to the proper taxing governmental authority for the account of the applicable Borrower Party and to make a Base Rate Advance to the Borrowers to pay charge Borrower therefor. The Borrower Parties , provided that Lender shall notify the Administrative Agent if any Account includes any tax due to any governmental taxing authority and, in the absence of such notice, the Administrative Agent shall have the right to retain the full proceeds of the Account and shall be not be liable for any taxes to any governmental taxing authority Taxes that may be due by any Borrower Party by reason of the sale and delivery creating the AccountBorrower. (cd) Whether or not a Default has occurredor an Event of Default exists, any of the Administrative Agent’s officers, employees or agents Lender shall have the right after prior notice to the Administrative Borrower (provided no prior notice shall be required if an Event of Default shall have occurred and be continuing), at any time or times hereaftertime, in the name of the LendersLender, or any designee of the Lenders Lender or the Borrower Parties, to verify the validity, amount or any other matter relating to any Accounts of Borrower by mail, telephone, telegraph telephone or otherwise. The Borrower Parties shall cooperate fully with the Administrative Agent and the Lenders Lender in an effort to facilitate and promptly conclude any such verification process. Lender retains the right at all times that a Default or an Event of Default exists to notify Account Debtors of Borrower that Accounts have been assigned to Lender and to collect Accounts directly in its own name and to charge to Borrower the collection costs and expenses reasonably incurred by Lender, including reasonable attorneys’ fees.