Common use of As to Accounts Clause in Contracts

As to Accounts. (a) Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paper. (b) Except as otherwise provided in this subsection (b), Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor may, upon the occurrence and during the continuation of an Event of Default, take (and at the direction of Collateral Agent shall take) such action as Grantor or Collateral Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that following the occurrence and during the continuation of an Event of Default, Collateral Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Collateral Agent and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done. After receipt by Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral Agent (for the ratable benefit of Noteholders) hereunder, shall be segregated from other funds of Grantor and shall be forthwith paid over to Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof, and (ii) Grantor shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Accounts. (a) Each Grantor shall keep its chief place have the right to collect all Accounts so long as no Event of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof Default shall have been taken with respect to the Accounts. Grantor will hold occurred and preserve such records and chattel paper and will permit representatives of Collateral Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paperbe continuing. (b) Except as otherwise provided in this subsection Upon (b), Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to Grantor under the Accounts and, prior to i) the occurrence and continuance of an Event of Default and (ii) the delivery of notice by the Administrative Agent to each Grantor, all Proceeds of Collateral received by any Grantor shall be delivered in kind to the Administrative Agent for deposit in a Deposit Account of such Grantor (A) maintained with the Administrative Agent or (B) maintained at a depositary bank other than the Administrative Agent to which such Grantor, the Administrative Agent and the depositary bank have entered into a Control Agreement in form and substance acceptable to the Administrative Agent in its sole discretion providing that the depositary bank will comply with the instructions originated by the Administrative Agent directing disposition of the funds in the account without further consent by such Grantor (any such Deposit Accounts, together with any other Deposit Accounts pursuant to which any portion of the Collateral is deposited with the Administrative Agent, a “Collateral Account,” and collectively, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Administrative Agent until delivery thereof is made to the Administrative Agent. (c) Following the delivery of notice pursuant to clause (b)(ii) during the continuance of an Event of Default, Grantor the Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or in accordance with Section 7.6 of the Credit Agreement. (d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Account are subject to a security interest as contemplated hereby, (ii) such Collateral Account shall be under the control of the Administrative Agent after the occurrence and during the continuance of an Event of Default (unless otherwise agreed to by the Borrower and the Majority Lenders), and (iii) the Administrative Agent shall have the sole right of withdrawal over such Collateral Account; provided that such withdrawals shall only be made during the existence of an Event of Default. (e) No Grantor shall adjust, settle settle, or compromise the amount or payment of any AccountReceivable, or nor release wholly or partly any account debtor or obligor thereof, or nor allow any credit or discount thereon; provided that, all in accordance with its customary practices. In connection with a Grantor may make such collectionsadjustments, Grantor may, upon the occurrence settlements or compromises and during the continuation of an Event of Default, take (and at the direction of Collateral Agent shall take) such action as Grantor or Collateral Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that following the occurrence and during the continuation of an Event of Default, Collateral Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Collateral Agent and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done. After receipt by Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral Agent (for the ratable benefit of Noteholders) hereunder, shall be segregated from other funds of Grantor and shall be forthwith paid over to Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof, and (ii) Grantor shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or thereof and allow any credit or discount thereondiscounts thereon so long as (i) such action is taken in the ordinary course of business, and (ii) such action is, in such Grantor’s good faith business judgment, advisable.

As to Accounts. (a) Each Grantor shall keep its chief place have the right to collect all Accounts so long as no Event of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof Default shall have been taken with respect to occurred and be continuing and delivery of notice in writing by the Accounts. Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral Administrative Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paper. (b) Except as otherwise provided in this subsection Upon (b), Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to Grantor under the Accounts and, prior to i) the occurrence and continuance of an Event of Default and (ii) the delivery of notice in writing by the Administrative Agent to each Grantor, all Proceeds of Collateral received by any Grantor shall be delivered in kind to the Administrative Agent for deposit in a Deposit Account of such Grantor (A) maintained with the Administrative Agent or (B) maintained at a depositary bank other than the Administrative Agent to which such Grantor, the Administrative Agent and the depositary bank have entered into a Control Agreement in form and substance acceptable to the Administrative Agent in its sole discretion providing that the depositary bank will comply with the instructions originated by the Administrative Agent directing disposition of the funds in the account without further consent by such Grantor (any such Deposit Accounts, together with any other Accounts pursuant to which any portion of the Collateral is deposited with the Administrative Agent, a “Collateral Account,” and collectively, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Administrative Agent until delivery thereof is made to the Administrative Agent. Upon the cure or waiver of all Events of Default, Grantor all funds in the Collateral Account shall be returned to the applicable Grantors. (c) Following the delivery of notice pursuant to clause (b)(ii), the Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or in accordance with the Credit Documents. (d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Account are subject to a security interest as contemplated hereby, (ii) such Collateral Account shall be under the control of the Administrative Agent, provided that the Administrative Agent shall have entered into a Control Agreement with respect to any Accounts that are maintained with a bank other than the Administrative Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over such Collateral Account; provided that withdrawals shall only be made during the existence of an Event of Default. (e) No Grantor shall adjust, settle settle, or compromise the amount or payment of any AccountReceivable, or nor release wholly or partly any account debtor or obligor thereof, or nor allow any credit or discount thereon; provided that, all in accordance with its customary practices. In connection with a Grantor may make such collectionsadjustments, Grantor may, upon the occurrence settlements or compromises and during the continuation of an Event of Default, take (and at the direction of Collateral Agent shall take) such action as Grantor or Collateral Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that following the occurrence and during the continuation of an Event of Default, Collateral Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Collateral Agent and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done. After receipt by Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral Agent (for the ratable benefit of Noteholders) hereunder, shall be segregated from other funds of Grantor and shall be forthwith paid over to Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof, and (ii) Grantor shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or thereof and allow any credit or discount thereondiscounts thereon so long as (i) no Event of Default has occurred and is continuing, (ii) such action is taken in the ordinary course of business and consistent with past practices, and (iii) such action is, in such Grantor’s good faith business judgment, commercially reasonable.

As to Accounts. (a) Each Grantor shall keep its chief place have the right to collect all Accounts so long as (i) no Event of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof Default shall have been taken with respect occurred and be continuing and (ii) the Administrative Agent has not delivered the notice referred to the Accounts. Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paperin clause (b)(ii) below. (b) Except as otherwise provided in this subsection Upon (b), Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to Grantor under the Accounts and, prior to i) the occurrence and continuance of an Event of DefaultDefault and (ii) the delivery of notice by the Administrative Agent to the applicable Grantor, all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Administrative Agent for deposit in a Deposit Account of such Grantor (A) maintained with the Administrative Agent or (B) maintained at a depositary bank other than the Administrative Agent to which such Grantor, the Administrative Agent and the depositary bank have entered into a Control Agreement in form and substance acceptable to the Administrative Agent in its sole discretion providing that the depositary bank will comply with the instructions originated by the Administrative Agent directing disposition of the funds in the account without further consent by such Grantor (any such Deposit Accounts, together with any other Accounts pursuant to which any portion of the Collateral is deposited with the Administrative Agent, a “Collateral Account,” and collectively, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Administrative Agent until delivery thereof is made to the Administrative Agent. (c) Following the delivery of notice pursuant to clause (b)(ii), the Administrative Agent shall have the right to adjust, settle or compromise apply any amount in the amount or Collateral Account to the payment of any Account, Secured Obligations which are due and payable or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with the Loan Documents. (d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such collectionsCollateral Account are subject to a security interest as contemplated hereby, Grantor may, upon (ii) such Collateral Account shall be under the control of the Administrative Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over such Collateral Account once the Administrative Agent has delivered the notice referred to in clause (b)(ii) above. (e) Following the occurrence and during the continuation continuance of an Event of Default, take (and at the direction of Collateral Agent shall take) such action as Grantor or Collateral Agent may reasonably deem necessary or advisable to enforce collection request of the Accounts; providedAdministrative Agent or the Required Lenders, such Grantor will maintain all of its Deposit Accounts only with the Administrative Agent or with any depositary institution that following the occurrence and during the continuation of an Event of Default, Collateral Agent shall have the right to notify the account debtors or obligors under any Accounts has entered into a Control Agreement in favor of the assignment of such Accounts to Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Collateral Agent and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done. After receipt by Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral Agent (for the ratable benefit of Noteholders) hereunder, shall be segregated from other funds of Grantor and shall be forthwith paid over to Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof, and (ii) Grantor shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereonAdministrative Agent.

As to Accounts. (a1) Each Grantor shall keep its chief place of business and chief executive office and the office offices where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location or locations therefor specified in Section 4(a) hereof or, upon 30 15 days' prior written notice to Collateral the Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral the Agent, at any time during normal business hourshours and upon reasonable prior written notice, to inspect and make abstracts from such records and chattel paperpaper in accordance with Section 5.08 of the Credit Agreement. (b2) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor the Grantors may, upon the occurrence and during the continuation of an Event of Default, take (and at the direction of Collateral the Agent shall take) such action as Grantor the Grantors or Collateral the Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon written notice by the Agent to any Grantor, following the occurrence and during the continuation of an Event of Default, Collateral of its intention so to do but subject to subsection (c) below, the Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral the Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral the Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice referred to in the proviso to the preceding sentence, and unless and until such notice is rescinded by the Agent by written notice to such Grantor (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral the Agent (for the ratable benefit of Noteholdersthe Banks) hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to Collateral the Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor the Grantors if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof15, and (ii) Grantor the Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. (3) Notwithstanding the provisions of Section 7, the Agent shall not collect or enforce payment of any Account the Account Debtor of which is a Governmental Authority (a "Governmental Account") if and to the extent that such collection or enforcement is prohibited under 42 U.S.C. ss.ss.1395(g) or 1396(a) or under any comparable provision of federal or state law. To the extent the Agent's rights as to any Governmental Account are limited pursuant to this Section 7, upon the occurrence and during the continuation of an Event of Default, each Grantor will (i) use its reasonable and diligent best efforts to collect and enforce payment of such Governmental Account, (ii) immediately deposit in the exact form received, duly indorsed by such Grantor to the Agent if required, in a collateral account maintained under the sole dominion and control of the Agent, subject to withdrawal by the Agent for the account of the Banks only as provided in Section 15, and until so turned over, shall be held by such Grantor in trust for the Agent and the Banks, segregated from other funds of such Grantor and (iii) upon written demand by the Agent at any time and from time to time, remit (and cause the depository bank for such collateral account to remit) directly to the Agent, as proceeds of the Collateral and for application to the payment of the Obligations pursuant to Section 15, all finally collected funds on deposit in such collateral account.

As to Accounts. (a) Each Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral the Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral the Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paperpaper in accordance with Section 5.6 of the Credit Agreement. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor the Grantors may, upon the occurrence and during the continuation of an Event of Default, take (and at the direction of Collateral the Agent shall take) such action as Grantor the Grantors or Collateral the Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon written notice by the Agent to any Grantor, -------- following the occurrence and during the continuation of an Event of DefaultDefault and after the expiration of the Default Notice Period, Collateral of its intention so to do, the Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral the Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral the Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice referred to in the proviso to the preceding sentence, ------- (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral the Agent (for the ratable benefit of Noteholdersthe Lenders) hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to Collateral the Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor the Grantors if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 16 hereof, and (ii) Grantor the Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Accounts. (a) Each Grantor shall keep its chief place have the right to collect all Accounts so long as no Event of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof Default shall have been taken with respect to the Accounts. Grantor will hold occurred and preserve such records and chattel paper and will permit representatives of Collateral Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paperbe continuing. (b) Except as otherwise provided in this subsection Upon (b), Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to Grantor under the Accounts and, prior to i) the occurrence and continuance of an Event of DefaultDefault and (ii) the delivery of notice by the Administrative Agent to each Grantor, all Proceeds of Collateral received by any Grantor shall be delivered in kind to the Administrative Agent for deposit in a Deposit Account of such Grantor (A) maintained with the Administrative Agent or (B) maintained at a depositary bank other than the Administrative Agent to which such Grantor, the Administrative Agent and the depositary bank have entered into a Control Agreement in form and substance acceptable to the Administrative Agent in its sole discretion providing that the depositary bank will comply with the instructions originated by the Administrative Agent directing disposition of the funds in the account without further consent by such Grantor (any such Deposit Accounts, together with any other Accounts pursuant to which any portion of the Collateral is deposited with the Administrative Agent, a “Collateral Account,” and collectively, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Administrative Agent until delivery thereof is made to the Administrative Agent. (c) Following the delivery of notice pursuant to clause (b)(ii), the Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or in accordance with the Credit Documents. (d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Account are subject to a security interest as contemplated hereby, (ii) such Collateral Account shall be under the control of the Administrative Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over such Collateral Account; provided that withdrawals shall only be made during the existence of a Default. (e) No Grantor shall adjust, settle settle, or compromise the amount or payment of any AccountReceivable, or nor release wholly or partly any account debtor or obligor thereof, or nor allow any credit or discount thereon; provided that, all in accordance with its customary practices. In connection with a Grantor may make such collectionsadjustments, Grantor may, upon the occurrence settlements or compromises and during the continuation of an Event of Default, take (and at the direction of Collateral Agent shall take) such action as Grantor or Collateral Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that following the occurrence and during the continuation of an Event of Default, Collateral Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Collateral Agent and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done. After receipt by Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral Agent (for the ratable benefit of Noteholders) hereunder, shall be segregated from other funds of Grantor and shall be forthwith paid over to Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof, and (ii) Grantor shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or thereof and allow any credit or discount thereondiscounts thereon so long as (i) no Event of Default has occurred and is continuing, (ii) such action is taken in the ordinary course of business and consistent with past practices, (iii) such action is, in such Grantor’s good faith business judgment, commercially reasonable, and (iv) the aggregate amount of such adjustments, settlements and compromises which are effected between redeterminations of the Borrowing Base under the Credit Agreement shall not exceed $200,000.

As to Accounts. (a) Each Grantor shall keep its chief place have the right to collect all Accounts so long as no Event of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof Default shall have been taken with respect to the Accounts. Grantor will hold occurred and preserve such records and chattel paper and will permit representatives of Collateral Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paperbe continuing. (b) Except as otherwise provided in this subsection Upon (b), Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to Grantor under the Accounts and, prior to i) the occurrence and continuance of an Event of DefaultDefault and (ii) the delivery of notice by the Administrative Agent to each Grantor, all Proceeds of Collateral received by any Grantor shall be delivered in kind to the Administrative Agent for deposit in a Deposit Account of such Grantor (A) maintained with the Administrative Agent or (B) maintained at a depositary bank other than the Administrative Agent to which such Grantor, the Administrative Agent and the depositary bank have entered into a Control Agreement in form and substance acceptable to the Administrative Agent in its sole discretion providing that the depositary bank will comply with the instructions originated by the Administrative Agent directing disposition of the funds in the account without further consent by such Grantor (any such Deposit Accounts, together with any other Accounts pursuant to which any portion of the Collateral is deposited with the Administrative Agent, a “Collateral Account,” and collectively, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Administrative Agent until delivery thereof is made to the Administrative Agent. (c) Following the delivery of notice pursuant to clause (b)(ii) of this Section 4.3, the Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or in accordance with the Credit Documents. (d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Account are subject to a security interest as contemplated hereby, (ii) such Collateral Account shall be under the control of the Administrative Agent, provided that the Administrative Agent shall have entered into a Control Agreement with respect to any Accounts that are maintained with a bank other than the Administrative Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over such Collateral Account; provided that withdrawals shall only be made during the existence of an Event of Default. (e) No Grantor shall adjust, settle settle, or compromise the amount or payment of any AccountReceivable, or nor release wholly or partly any account debtor or obligor thereof, or nor allow any credit or discount thereon; provided that, all in accordance with its customary practices. In connection with a Grantor may make such collectionsadjustments, Grantor may, upon the occurrence settlements or compromises and during the continuation of an Event of Default, take (and at the direction of Collateral Agent shall take) such action as Grantor or Collateral Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that following the occurrence and during the continuation of an Event of Default, Collateral Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Collateral Agent and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done. After receipt by Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral Agent (for the ratable benefit of Noteholders) hereunder, shall be segregated from other funds of Grantor and shall be forthwith paid over to Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof, and (ii) Grantor shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or thereof and allow any credit or discount thereondiscounts thereon so long as (i) no Event of Default has occurred and is continuing, (ii) such action is taken in the ordinary course of business and consistent with past practices, (iii) such action is, in such Grantor’s good-faith business judgment, commercially reasonable, and (iv) at the time such action is taken, there shall be no Borrowing Base Deficiency.

As to Accounts. (a) Each Grantor shall keep its chief place have the right to collect all Accounts so long as no Event of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof Default shall have been taken with respect to the Accounts. Grantor will hold occurred and preserve such records and chattel paper and will permit representatives of Collateral Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paperbe continuing. (b) Except as otherwise provided in this subsection Upon (b), Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to Grantor under the Accounts and, prior to i) the occurrence and continuance of an Event of Default and (ii) the delivery of notice by the Administrative Agent to each Grantor, all Proceeds of Collateral received by any Grantor shall be delivered in kind to the Administrative Agent for deposit in a Deposit Account of such Grantor (A) maintained with the Administrative Agent or (B) maintained at a depositary bank other than the Administrative Agent to which such Grantor, the Administrative Agent and the depositary bank have entered into a Control Agreement in form and substance acceptable to the Administrative Agent in its sole discretion providing that the depositary bank will comply with the instructions originated by the Administrative Agent directing disposition of the funds in the account without further consent by such Grantor (any such Deposit Accounts, together with any other Accounts pursuant to which any portion of the Collateral is deposited with the Administrative Agent, a “Collateral Account,” and collectively, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Administrative Agent until delivery thereof is made to the Administrative Agent. (c) Following the delivery of notice pursuant to clause (b)(ii) during the continuance of an Event of Default, Grantor the Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations which are due and payable or in accordance with Section 7.6 of the Credit Agreement. (d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Account are subject to a security interest as contemplated hereby, (ii) such Collateral Account shall be under the control of the Administrative Agent after the occurrence and during the continuance of an Event of Default (unless otherwise agreed to by the Borrower and the Majority Lenders), and (iii) the Administrative Agent shall have the sole right of withdrawal over such Collateral Account; provided that such withdrawals shall only be made during the existence of an Event of Default. (e) No Grantor shall adjust, settle settle, or compromise the amount or payment of any AccountReceivable, or nor release wholly or partly any account debtor or obligor thereof, or nor allow any credit or discount thereon; provided that, all in accordance with its customary practices. In connection with a Grantor may make such collectionsadjustments, Grantor may, upon the occurrence settlements or compromises and during the continuation of an Event of Default, take (and at the direction of Collateral Agent shall take) such action as Grantor or Collateral Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that following the occurrence and during the continuation of an Event of Default, Collateral Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Collateral Agent and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done. After receipt by Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral Agent (for the ratable benefit of Noteholders) hereunder, shall be segregated from other funds of Grantor and shall be forthwith paid over to Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof, and (ii) Grantor shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or thereof and allow any credit or discount thereondiscounts thereon so long as (i) such action is taken in the ordinary course of business, and (ii) such action is, in such Grantor’s good faith business judgment, advisable.

As to Accounts. (a) Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paper. (b) Except as otherwise provided in this subsection (b), Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, Each Grantor shall have the right to adjust, settle or compromise the amount or payment collect all Accounts so long as no Event of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor may, upon Default shall have occurred and be continuing. (b) Upon (i) the occurrence and during the continuation continuance of an Event of Default, take Default and (and at ii) the direction delivery of Collateral Agent shall take) such action as Grantor or Collateral Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that following the occurrence and during the continuation of written notice (unless an Event of DefaultDefault pursuant to Section 8.01(f) of the Credit Agreement shall have occurred, in which case, no such notice shall be required) by the Administrative Agent to each Grantor, all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Administrative Agent for deposit in a Deposit Account of such Grantor maintained with the depositary institution acting as Administrative Agent (together with any other Accounts pursuant to which any portion of the Collateral is deposited with the depositary institution acting as Administrative Agent, the “Collateral Accounts”), and such Grantor shall not commingle any of such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Administrative Agent until delivery thereof is made to the Administrative Agent. (c) Following the delivery of notice pursuant to clause (b)(ii) (to the extent required thereby), the Administrative Agent shall have the right to notify apply any amount in the account debtors or obligors under any Accounts of Collateral Account to the assignment of such Accounts to Collateral Agent and to direct such account debtors or obligors to make payment of all amounts any Obligations which are due or and payable. (d) With respect to become due to Grantor thereunder directly to each Collateral Agent andAccount, upon such notification it is hereby confirmed and at the expense of Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done. After receipt by Grantor of the notice referred to in the proviso to the preceding sentence, agreed that (i) deposits in such Collateral Account are subject to a security interest as contemplated hereby, (ii) such Collateral Account shall be under the control of the Administrative Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over such Collateral Account. (e) The Administrative Agent will make available to the applicable Grantor all amounts and proceeds (including instruments) received by Grantor in respect any Collateral Account upon the request of the Accounts shall be received in trust for the benefit of Collateral Agent (for the ratable benefit of Noteholders) hereundersuch Grantor, shall be segregated from other funds of Grantor and shall be forthwith paid over to Collateral Agent in the same form so long as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor if such no Event of Default shall have been cured or waived or has occurred and is then continuing (B) if such Event of Default shall be continuing, applied as provided certified by Section 15 hereof, and (ii) Grantor shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereonCompany to the Administrative Agent).

As to Accounts. (a) Each Grantor shall keep its chief place of business and chief executive office and the office offices where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location or locations therefor specified in Section 4(a) hereof or, upon 30 15 days' prior written notice to Collateral the Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral the Agent, at any time during normal business hourshours and upon reasonable prior written notice, to inspect and make abstracts from such records and chattel paperpaper in accordance with Section 5.06 of the Credit Agreement. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor the Grantors may, upon the occurrence and during the continuation of an Event of Default, take (and at the direction of Collateral the Agent shall take) such action as Grantor the Grantors or Collateral the Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon written notice by the Agent to any Grantor, following the occurrence and during the continuation of an Event of Default, Collateral of its intention so to do, the Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral the Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral the Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice referred to in the proviso to the preceding sentence, and unless and until such notice is rescinded by the Agent by written notice to such Grantor (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral the Agent (for the ratable benefit of Noteholdersthe Banks) hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to Collateral the Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor the Grantors if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof15, and (ii) Grantor the Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Accounts. (a) Each Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence that evidences Accounts, at the location locations therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral the Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral the Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paperpaper in accordance with Section 5.06 of the DIP Credit Agreement. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect collect, in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and(including, prior without limitation, Accounts that are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. Prior to the occurrence and continuance of an Event of Default, such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor may, upon the occurrence and during the continuation of an Event of Default, the Grantors shall take (and at such actions as the direction of Collateral Agent shall take) such action as Grantor Grantors or Collateral the Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; providedPROVIDED, that upon written notice by the Agent to any Grantor, following the occurrence and during the continuation of an Event of Default, Collateral of its intention so to do, the Agent shall have the right to notify notify, or to instruct the Grantors to so notify, the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral the Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral the Agent or its designee and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice referred to in the proviso PROVISO to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral the Agent (for the ratable benefit of Noteholdersthe DIP Lenders) hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to Collateral the Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor the Grantors if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof17, and (ii) Grantor the Grantors shall not not, without the written consent of the Agent, adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Accounts. (a) The Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location locations therefor specified in Section 4(a9(a) hereof or, upon 30 days' thirty (30) days prior written notice to Collateral Agentthe SBA, at such other locations in a jurisdiction where all actions required by Section 5 5(a) hereof shall have been taken with respect to the Accounts. The Grantor will shall hold and preserve such records and chattel paper and will shall permit representatives of Collateral Agent, at any time during normal business hours, SBA to inspect and make abstracts from such records and chattel paper. (b) Except as otherwise provided in this subsection (b), the Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to the Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, the Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor may, upon the occurrence and during the continuation of an Event of Default, the Grantor shall take (and at the direction of Collateral Agent shall take) such action as Grantor or Collateral Agent SBA may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that following upon the occurrence and during the continuation continuance of an Event of Default, Collateral Agent and upon written notice by SBA to the Grantor of its intention so to do, SBA shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral Agent SBA and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Grantor thereunder directly to Collateral Agent SBA and, upon such notification and at the expense of the Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Grantor might have done. After receipt by the Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral Agent (for the ratable benefit of Noteholders) SBA hereunder, shall be segregated from other funds of the Grantor and shall be forthwith paid over to Collateral Agent SBA in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof), and (ii) the Grantor shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Accounts. (a) The Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor locations therefore specified in Section 4(a9(a) hereof or, upon 30 days' thirty (30) days prior written notice to Collateral the Agent, at such other locations in a jurisdiction where all actions required by Section 5 5(a) hereof shall have been taken with respect to the Accounts. The Grantor will shall hold and preserve such records and chattel paper and will shall permit representatives of Collateral Agent, at any time during normal business hours, the Agent to inspect and make abstracts from such records and chattel paperpaper in accordance with the terms of the Loan Agreement. (b) Except as otherwise provided in this subsection (b), the Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to the Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, the Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor may, upon the occurrence and during the continuation of an Event of Default, the Grantor shall take (and at the direction of Collateral Agent shall take) such action as Grantor the Agent or Collateral Agent the Required Lenders may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that following upon the occurrence and during the continuation continuance of an Event of Default, Collateral and upon written notice by the Agent or the Required Lenders to the Grantor of its intention so to do, the Agent or its designee shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral the Agent and the Lenders and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Grantor thereunder directly to Collateral Agent the Agent, for the ratable benefit of itself and the Lenders, and, upon such notification and at the expense of the Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Grantor might have done. After receipt by the Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral Agent (for the ratable benefit of Noteholders) hereunder, shall be segregated from other funds of Grantor and shall be forthwith paid over to Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof, and (ii) Grantor shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.be

As to Accounts. (a) Each Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof Schedule 4C or, upon 30 days' prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records and chattel paper and will permit representatives of the Collateral Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paperpaper in accordance with Section 5.07 of the Credit Agreement. (b) Except as otherwise provided in this subsection (b)) or in the Credit Agreement, each Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor the Grantors may, upon the occurrence and during the continuation of an Event of Default, take (and at the direction of the Collateral Agent shall take) such action as Grantor the Grantors or the Collateral Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon prior written notice by the Collateral Agent to any Grantor, following the occurrence and during the continuation continuance of an Event of Default, of its intention so to do, the Collateral Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent (for the benefit of the Issuing Bank and the ratable benefit of Noteholdersthe Lenders) hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to the Collateral Agent (or at the written direction of the Collateral Agent, the Administrative Agent) in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor the Grantors if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof20, and (ii) Grantor the Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Accounts. (a) Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records concerning the Accounts and chattel paper which evidence Accounts and will permit representatives of the Collateral Agent, at any time during normal business hourshours and upon reasonable prior written notice, to inspect and make abstracts from such records and chattel paperpaper in accordance with Section 5.6 of the Credit Agreement. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and, prior to the occurrence and continuance of an Event of DefaultDefault upon prior notice to the Borrower by the Collateral Agent in accordance with Section 7 of the Credit Agreement and the Orders, such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor the Grantors may, upon the occurrence and during the continuation of an Event of DefaultDefault and upon prior notice by the Collateral Agent in accordance with Section 7 of the Credit Agreement and the Orders, take (and at the direction of the Collateral Agent shall take) such action as Grantor the Grantors or the Collateral Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon written notice of its intention to do so by the Collateral Agent to any Grantor in accordance with Section 7 of the Credit Agreement and the Orders, following the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice referred to in the proviso to the preceding sentence, and unless and until (x) such notice is rescinded by the Collateral Agent by written notice to such Grantor or (y) an Event of Default shall no longer be continuing (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent (for its benefit and for the ratable benefit of NoteholdersAgents and the Lenders) hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor if such Event of Default shall have been cured or waived waived, released to the Grantors within ten (10) Business Days or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof15, and (ii) Grantor the Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereonthereon without the consent of the Collateral Agent.

As to Accounts. (a) Each Grantor shall keep its chief place of business and chief executive office and the office offices where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location or locations therefor specified in Section 4(a) hereof or, upon 30 15 days' prior written notice to Collateral the Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral the Agent, at any time during normal business hourshours and upon reasonable prior written notice, to inspect and make abstracts from such records and chattel paperpaper in accordance with Section 5.06 of the Credit Agreement. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor the Grantors may, upon the occurrence and during the continuation of an Event of Default, take (and at the direction of Collateral the Agent shall take) such action as Grantor the Grantors or Collateral the Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon written notice by the Agent to any Grantor, following the occurrence and during the continuation of an Event of Default, Collateral of its intention so to do, the Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral the Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral the Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice referred to in the proviso to the preceding sentence, and unless and until such notice is rescinded by the Agent by written notice to such Grantor (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral the Agent (for the ratable benefit of Noteholdersthe Lenders) hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to Collateral the Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor the Grantors if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof15, and (ii) Grantor the Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Accounts. (a) Each Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a5(a) hereof or, upon 30 days' ’ prior written notice to Collateral the Administrative Agent, at such other locations in a jurisdiction where all actions required by Section 5 6 hereof shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral the Administrative Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paperpaper in accordance with Section 5.06 of the Credit Agreement. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor the Grantors may, upon the occurrence and during the continuation of an Event of Default, take (and at the direction of Collateral the Administrative Agent shall take) such action as Grantor the Grantors or Collateral the Administrative Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon written notice by the Administrative Agent to any Grantor, following the occurrence and during the continuation of an Event of DefaultDefault and after the expiration of the Default Notice Period, Collateral of its intention so to do, the Administrative Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral the Administrative Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral the Administrative Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral the Administrative Agent (for the ratable benefit of Noteholdersthe Secured Parties) hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to Collateral the Administrative Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor the Grantors if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 18 hereof, and (ii) Grantor the Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Accounts. (a) Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records concerning the Accounts and chattel paper which evidence Accounts and will permit representatives of the Collateral Agent, at any time during normal business hourshours and upon reasonable prior written notice, to inspect and make abstracts from such records and chattel paperpaper in accordance with Section 5.6 of the Credit Agreement. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and, prior to the occurrence and continuance of an Event of DefaultSecured Debt Default upon prior written notice to the Borrower by the Collateral Agent in accordance with the DIP Refinancing Order, such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor the Grantors may, upon the occurrence and during the continuation of an Event of DefaultSecured Debt Default and upon prior written notice by the Collateral Agent in accordance with the DIP Refinancing Order, take (and at the direction of the Collateral Agent shall take) such action as Grantor the Grantors or the Collateral Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon written notice of its intention to do so by the Collateral Agent to any Grantor in accordance with the DIP Refinancing Order, following the occurrence and during the continuation of an Event of Secured Debt Default, the Collateral Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the written notice referred to in the proviso to the preceding sentence, and unless and until (x) such notice is rescinded by the Collateral Agent by written notice to such Grantor or (y) an Secured Debt Default shall no longer be continuing (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent (for its benefit and for the ratable benefit of Noteholdersthe Secured Parties) hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor if such Event of Secured Debt Default shall have been cured or waived waived, released to the Grantors within ten (10) Business Days or (B) if such Event of Secured Debt Default shall be continuing, applied as provided by Section 15 hereof15(d), and (ii) Grantor the Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereonthereon without the consent of the Collateral Agent.

As to Accounts. (a) Each Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral the Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral the Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paperpaper in accordance with Section 5.7 of the Credit Agreement. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor the Grantors may, upon the occurrence and during the continuation of an Event of Default, take (and at the direction of Collateral the Agent shall take) such action as Grantor the Grantors or Collateral the Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon written notice by the Agent to any Grantor, following the occurrence and during the continuation of an Event of Default, Collateral of its intention so to do, the Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral the Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral the Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral the Agent (for the ratable benefit of Noteholdersthe Banks) hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to Collateral the Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor the Grantors if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof15, and (ii) Grantor the Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Accounts. (a1) Each Grantor shall keep its chief place of business and chief executive office and the office offices where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location or locations therefor specified in Section 4(a) hereof or, upon 30 15 days' prior written notice to Collateral the Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral the Agent, at any time during normal business hourshours and upon reasonable prior written notice, to inspect and make abstracts from such records and chattel paperpaper in accordance with Section 5.08 of the Credit Agreement. (b2) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor the Grantors may, upon the occurrence and during the continuation of an Event of Default, take (and at the direction of Collateral the Agent shall take) such action as Grantor the Grantors or Collateral the Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon written notice by the Agent to any Grantor, -------- following the occurrence and during the continuation of an Event of Default, Collateral of its intention so to do but subject to subsection (c) below, the Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral the Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral the Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice referred to in the proviso to the preceding sentence, and unless ------- and until such notice is rescinded by the Agent by written notice to such Grantor (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral the Agent (for the ratable benefit of Noteholdersthe Banks) hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to Collateral the Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor the Grantors if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof15, and (ii) Grantor the Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. (3) Notwithstanding the provisions of Section 7, the Agent shall not collect or enforce payment of any Account, the Account Debtor of which is a Governmental Authority (a "Governmental Account") if and to the extent that such -------------------- collection or enforcement is prohibited under 42 U.S.C. (S)(S)1395(g) or 1396(a) or under any comparable provision of federal or state law. To the extent the Agent's rights as to any Governmental Account are limited pursuant to this Section 7, upon the occurrence and during the continuation of an Event of Default, each Grantor will (i) use its reasonable and diligent best efforts to collect and enforce payment of such Governmental Account, (ii) immediately deposit in the exact form received, duly indorsed by such Grantor to the Agent if required, in a collateral account maintained under the sole dominion and control of the Agent, subject to withdrawal by the Agent for the account of the Banks only as provided in Section 16, and until so turned over, shall be held by such Grantor in trust for the Agent and the Banks, segregated from other funds of such Grantor and (iii) upon written demand by the Agent at any time and from time to time, remit (and cause the depository bank for such collateral account to remit) directly to the Agent, as proceeds of the Collateral and for application to the payment of the Obligations pursuant to Section 16, all finally collected funds on deposit in such collateral account.

As to Accounts. (a) Each Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' ’ prior written notice to Collateral the Administrative Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral the Administrative Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paperpaper in accordance with Section 5.06 of the Credit Agreement. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor the Grantors may, upon the occurrence and during the continuation of an Event of Default, take (and at the direction of Collateral the Administrative Agent shall take) such action as Grantor the Grantors or Collateral the Administrative Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon written notice by the Administrative Agent to any Grantor, following the occurrence and during the continuation of an Event of DefaultDefault and after the expiration of the Default Notice Period, Collateral of its intention so to do, the Administrative Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral the Administrative Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral the Administrative Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral the Administrative Agent (for the ratable benefit of Noteholdersthe Secured Parties) hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to Collateral the Administrative Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor the Grantors if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 17 hereof, and (ii) Grantor the Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Accounts. (a) Each Grantor shall keep its chief place of business and chief executive office and the office offices where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location or locations therefor specified in Section 4(a) hereof or, upon 30 5 days' prior written notice to Collateral Agentthe Lender, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral Agentthe Lender, at any time during normal business hourshours and upon reasonable prior written notice, to inspect and make abstracts from such records and chattel paperpaper in accordance with the Credit Agreement. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor the Grantors may, upon the occurrence and during the continuation of an Event of DefaultDefault after giving notice to the Grantors in accordance with the Credit Agreement and the Orders, take (and at the direction of Collateral Agent the Lender shall take) such action as Grantor the Grantors or Collateral Agent the Lender may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon written notice by the Lender to any Grantor in accordance with the Credit Agreement and the Orders, following the occurrence and during the continuation of an Event of Default, Collateral Agent of its intention so to do, the Lender shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral Agent the Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral Agent the Lender and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice referred to in the proviso to the preceding sentence, and unless and until such notice is rescinded by the Lender by written notice to such Grantor (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral Agent (for the ratable benefit of Noteholders) Lender hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to Collateral Agent the Lender in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (Ax) released to Grantor the Grantors if such Event of Default shall have been cured or waived or (By) if such Event of Default shall be continuing, applied as provided by Section 15 hereof15, and (ii) Grantor the Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Accounts. (a) Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records and chattel paper and will permit representatives of the Collateral Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paperpaper in accordance with Section 5.06 of the DIP Credit Agreement. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect collect, in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and(including, prior without limitation, Accounts that are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. Prior to the occurrence and continuance of an Event of Default, such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor may, upon the occurrence and during the continuation of an Event of Default, the Grantors shall take (and at such actions as the direction of Collateral Agent shall take) such action as Grantor Grantors or the Collateral Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon written notice by the Collateral Agent to any Grantor, following the occurrence and during the continuation of an Event of Default, of its intention so to do, the Collateral Agent shall have the right to notify notify, or to instruct the Grantors to so notify, the account debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent or its designee and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent (for the ratable benefit of Noteholdersthe Secured Parties) hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor the Grantors if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof18, and (ii) Grantor the Grantors shall not not, without the written consent of the Collateral Agent, adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Accounts. (a) Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paper. (b) Except as otherwise provided in this subsection (b), Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, Each Grantor shall have the right to adjust, settle collect all Accounts so long as no Specified Default shall have occurred and be continuing. No Grantor shall take or compromise the amount or payment omit to take any action which would result in any material impairment of any Account, Payment Intangible or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor may, upon other Instrument constituting Collateral. (b) Upon (i) the occurrence and during the continuation continuance of an Event a Specified Default and (ii) the delivery of Defaultnot less than five (5) Business Days’ prior written notice by the Administrative Agent to each Grantor, take (and at the direction all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Administrative Agent shall take) for deposit in a Deposit Account of such action as Grantor or Collateral maintained with the Administrative Agent may reasonably deem necessary or advisable (together with any other Accounts pursuant to enforce collection which any portion of the Collateral is deposited with the Administrative Agent but excluding any Excluded Account, the “Collateral Accounts; provided”), that following and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Administrative Agent until delivery thereof is made to the Administrative Agent. (c) Upon (i) the occurrence and during the continuation continuance of an Event a Specified Default and (ii) the delivery of Defaultprior written notice by the Administrative Agent to each Grantor, Collateral the Administrative Agent shall have the right to notify apply any amount in the account debtors or obligors under Collateral Account to the payment of any Accounts Secured Obligations which are then due and payable. (d) With respect to each of the assignment of such Accounts to Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Collateral Agent and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts, it is hereby confirmed and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done. After receipt by Grantor of the notice referred to in the proviso to the preceding sentence, agreed that (i) all amounts and proceeds (including instruments) received by Grantor deposits in respect of the Accounts shall be received in trust for the benefit of such Collateral Agent (for the ratable benefit of Noteholders) hereunderAccount are subject to a security interest as contemplated hereby, shall be segregated from other funds of Grantor and shall be forthwith paid over to Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof, and (ii) such Collateral Account shall be under the control of the Administrative Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over such Collateral Account. (e) The Administrative Agent will make available to the applicable Grantor shall not adjustall amounts in any Collateral Account upon the request of such Grantor, settle so long as no Specified Default has occurred and is then continuing (as certified by the applicable Grantor to the Administrative Agent) including upon a cure or compromise the amount or payment waiver of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereonSpecified Default.

As to Accounts. (a) Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paper. (b) Except as otherwise provided in this subsection (b), Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor The Grantors may, upon the occurrence and during the continuation of an Event of Default, take (and at the direction of Collateral Agent the Lender shall take) such action as Grantor the Grantors or Collateral Agent the Lender may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon written notice by the Lender to any Grantor, following the occurrence and during the continuation of an Event of Default, Collateral Agent of its intention so to do, the Lender shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral Agent the Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral Agent the Lender and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice referred to in the proviso to the preceding sentence, and unless and until such notice is rescinded by the Lender by written notice to such Grantor (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral Agent (for the ratable benefit of Noteholders) Lender hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to Collateral Agent the Lender in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof15, and (ii) Grantor the Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereonthereon without the consent of the Lender.

As to Accounts. (a) Each Grantor shall keep its chief place of business and chief executive office and have the office where it keeps its records concerning the right to collect all Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect subject to the Accounts. Grantor will hold and preserve such records and chattel paper and will permit representatives other provisions of Collateral Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paperthis Security Agreement. (b) Except as otherwise provided in this subsection Upon (b), Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to Grantor under the Accounts and, prior to i) the occurrence and continuance of an Event of DefaultDefault and (ii) the delivery of notice by the Collateral Trustee to the applicable Grantor, all Proceeds of Collateral received by such Grantor shall be delivered in kind to the Collateral Trustee for deposit in a Deposit Account of such Grantor (A) maintained with the Collateral Trustee or (B) maintained at a depositary bank other than the Collateral Trustee to which such Grantor, the Collateral Trustee and the depositary bank have entered into a Control Agreement in form and substance reasonably acceptable to the Collateral Trustee providing that the depositary bank will comply with the instructions originated by the Collateral Trustee directing disposition of the funds in the account without further consent by such Grantor (any such Deposit Accounts, together with any other Accounts pursuant to which any portion of the Collateral is deposited with the Collateral Trustee, a “Collateral Account,” and collectively, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Collateral Trustee until delivery thereof is made to the Collateral Trustee. (c) Following the delivery of notice pursuant to clause (b)(ii), the Collateral Trustee shall have, subject to the Intercreditor Agreement, the right to apply any amount in the Collateral Accounts to the payment of any Secured Obligations which are due and payable or in accordance with the Collateral Trust Agreement. (d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Account are subject to a security interest as contemplated hereby, (ii) such Collateral Account shall be under the control of the Collateral Trustee and (iii) the Collateral Trustee shall have the sole right to adjust, settle or compromise the amount or payment of any withdrawal over such Collateral Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor may, upon . (e) Following the occurrence and during the continuation continuance of an Event of Default, take (and at the direction of Collateral Agent shall take) such action as Grantor or Collateral Agent may reasonably deem necessary or advisable to enforce collection request of the Accounts; providedCollateral Trustee, such Grantor will maintain all of its Deposit Accounts only with the Collateral Trustee or with any depositary institution that following the occurrence and during the continuation of an Event of Default, Collateral Agent shall have the right to notify the account debtors or obligors under any Accounts has entered into a Control Agreement in favor of the assignment of such Accounts to Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Collateral Agent and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done. After receipt by Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral Agent (for the ratable benefit of Noteholders) hereunder, shall be segregated from other funds of Grantor and shall be forthwith paid over to Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof, and (ii) Grantor shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereonTrustee.

As to Accounts. (a) Each Grantor shall keep its chief place of business and chief executive office and the office offices where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location or locations therefor specified in Section 4(a3(a) hereof or, upon 30 15 days' prior written notice to Collateral the Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof 4 shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral the Agent, at any time during normal business hourshours and upon reasonable prior written notice, to inspect and make abstracts from such records and chattel paper. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and, prior to the occurrence and continuance of an Event of DefaultDefault (as defined below), such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor the Grantors may, upon the occurrence and during the continuation of an Event of Default, take (and at the direction of Collateral the Agent shall take) such action as Grantor the Grantors or Collateral the Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon written notice by the Agent to Systemax following the occurrence and during the continuation of an Event of Default, Collateral of its intention to do so, the Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral the Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral the Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by Grantor of the notice referred to provided for in the proviso to the preceding sentence, and unless and until such notice is rescinded by the Agent by written notice to Systemax (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral the Agent (for the ratable benefit of Noteholdersthe Banks) hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to Collateral the Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor the Grantors if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof10, and (ii) Grantor the Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. As used herein, the term "Event of Default" shall mean (i) an Event of Default (as defined in the Chase Note), (ii) a default shall have occurred in the due observance or performance of any of the terms or provisions contained in the BNY Note, or (iii) a default shall have occurred in the due observance or performance of any of the provisions of this Agreement. Any action taken by the Agent pursuant to this clause (b) shall be subject to three (3) calendar days' notice to Systemax with an opportunity by Systemax during such three (3) calendar day period to cure the default which is the basis upon any action to be taken by the Agent pursuant to this clause (b) (it being understood that if Systemax cures such default within such period, the Agent shall refrain from taking any action pursuant to this clause (b)).

As to Accounts. (a) Each Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral the Administrative Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Each Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral the Administrative Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paperpaper in accordance with Section 5.6 of the Credit Agreement. (b) Except as otherwise provided in this subsection (b), each Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to such Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, such Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor the Grantors may, upon the occurrence and during the continuation of an Event of Default, take (and at the direction of Collateral the Administrative Agent shall take) such action as Grantor the Grantors or Collateral the Administrative Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon written notice by the Administrative Agent to any Grantor, following the occurrence and during the continuation of an Event of DefaultDefault and after the expiration of the Default Notice Period, Collateral of its intention so to do, the Administrative Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral the Administrative Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral the Administrative Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by such Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral the Administrative Agent (for the ratable benefit of Noteholdersthe Lenders) hereunder, shall be segregated from other funds of Grantor the Grantors and shall be forthwith paid over to Collateral the Administrative Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor the Grantors if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, applied as provided by Section 15 hereof, and (ii) Grantor the Grantors shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Accounts. (a) The Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral the Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. The Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral the Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paperpaper in accordance with Section 5.6 of the Credit Agreement. (b) Except as otherwise provided in this subsection (b), the Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to the Grantor under the Accounts and, prior to the occurrence and continuance of an Event of Default, the Grantor shall have the right to adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, the Grantor may, upon the occurrence and during the continuation of an Event of Default, take (and at the direction of Collateral the Agent shall take) such action as the Grantor or Collateral the Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that upon written notice by the Agent to the Grantor, following the occurrence and during the continuation of an Event of Default, Collateral of its intention so to do, the Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral the Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Grantor thereunder directly to Collateral the Agent and, upon such notification and at the expense of the Grantor, to enforce collection of any such Accounts, to take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for payment of moneys due under any Account, to file any claim or take any other action or proceeding in any court of law or equity otherwise deemed appropriate by the Agent for the purpose of collecting any such money and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Grantor might have done. After receipt by the Grantor of the notice referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral the Agent (for the ratable benefit of Noteholdersthe Lenders, the Fronting Banks and the Underwriters) hereunder, shall be segregated from other funds of the Grantor and shall be forthwith paid over to Collateral the Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to the Grantor if such Event of Default shall have been cured or waived or (B) if such Event of Default shall be continuing, paid to the Agent and applied as provided by Section 15 hereofto the Obligations, and (ii) the Grantor shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. (c) The Grantor will keep and maintain at its own cost and expense satisfactory and complete records with respect to the Collateral, including, without limitation, a record of all payments received and all credits granted with respect to the Accounts, and the Grantor shall make available any such books and records to the Agent or to its representatives during normal business hours at the request of the Agent.

As to Accounts. (a) Each Grantor shall keep its chief place of business and chief executive office and have the office where it keeps its records concerning the right to collect all Accounts, and the offices where it keeps all originals of all chattel paper which evidence Accounts, at the location therefor specified except as provided in Section 4(a) hereof or, upon 30 days' prior written notice to Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 5 hereof shall have been taken with respect to the Accounts. Grantor will hold and preserve such records and chattel paper and will permit representatives of Collateral Agent, at any time during normal business hours, to inspect and make abstracts from such records and chattel paper4.4 below. (b) Except as otherwise provided in this subsection Upon (b), Grantor shall continue to collect in accordance with its customary practice, at its own expense, all amounts due or to become due to Grantor under the Accounts and, prior to i) the occurrence and continuance of an Event of Default and (ii) the delivery of written notice by the Administrative Agent to each Grantor, all Proceeds of Collateral received by any Grantor shall be delivered in kind to the Administrative Agent for deposit in a Deposit Account of such Grantor (A) maintained with the Administrative Agent or (B) maintained at a depositary bank other than the Administrative Agent to which such Grantor, the Administrative Agent and the depositary bank have entered into a Control Agreement providing that the depositary bank will comply with the instructions originated by the Administrative Agent directing disposition of the funds in the account without further consent by such Grantor (any such Deposit Accounts, together with any other Accounts pursuant to which any portion of the Collateral is deposited with the Administrative Agent, a “Collateral Account,” and collectively, the “Collateral Accounts”), and such Grantor shall not commingle any such Proceeds, and shall hold separate and apart from all other property, all such Proceeds in express trust for the benefit of the Administrative Agent until delivery thereof is made to the Administrative Agent. (c) Following the delivery of written notice pursuant to clause (b)(ii) during the continuance of an Event of Default, Grantor the Administrative Agent shall have the right to apply any amount in the Collateral Accounts to the payment of any Secured Obligations which are due and payable in accordance with Section 7.6 of the Credit Agreement. (d) With respect to each of the Collateral Accounts, it is hereby confirmed and agreed that (i) deposits in such Collateral Account are subject to a security interest as contemplated hereby, (ii) such Collateral Account shall be under the control of the Administrative Agent, provided that the Administrative Agent shall have entered into a Control Agreement with respect to any Accounts that are maintained with a bank other than the Administrative Agent and (iii) the Administrative Agent shall have the sole right of withdrawal over such Collateral Account; provided that withdrawals shall only be made during the existence of an Event of Default. (e) No Grantor shall adjust, settle settle, or compromise the amount or payment of any AccountReceivable, or nor release wholly or partly any account debtor or obligor thereof, or nor allow any credit or discount thereon, all in accordance with its customary practices. In connection with such collections, Grantor may, upon the occurrence and during the continuation of an Event of Default, take thereon (and at the direction of Collateral Agent shall take) each such action as Grantor or Collateral Agent may reasonably deem necessary or advisable to enforce collection of the Accounts; provided, that following the occurrence and during the continuation of an Event of Default, Collateral Agent shall have the right to notify the account debtors or obligors under any Accounts of the assignment of such Accounts to Collateral Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to Grantor thereunder directly to Collateral Agent and, upon such notification and at the expense of Grantor, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done. After receipt by Grantor of the notice being referred to in the proviso to the preceding sentenceherein as a “Discount”); provided that, a Grantor may make such Discounts thereon so long as (i) all amounts and proceeds (including instruments) received by Grantor in respect of the Accounts shall be received in trust for the benefit of Collateral Agent (for the ratable benefit of Noteholders) hereunder, shall be segregated from other funds of Grantor and shall be forthwith paid over to Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to Grantor if such no Event of Default shall have been cured under Sections 7.1(a) or waived or (B7.1(g) if such Event of Default shall be the Credit Agreement has occurred and is continuing, applied as provided by (ii) such Discount is permitted under Section 15 hereof6.7(h) of the Credit Agreement, (iii) such Discount is made in the ordinary course of business and consistent with past practices, and (iiiv) Grantor shall not adjustsuch Discount is, settle or compromise the amount or payment of any Accountin such Grantor’s good faith business judgment, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereoncommercially reasonable.