Common use of As to Receivables Clause in Contracts

As to Receivables. (a) The Borrower shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidence Receivables, at the location therefor specified in Section 4(a) or, upon 30 days' prior written notice to the Agent and the Banks, at such other locations in a jurisdiction where all action required by Section 5 shall have been taken with respect to the Receivables. The Borrower will hold and preserve such records and chattel paper and will permit representatives of the Agent and the Banks 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), the Borrower shall continue to collect, at its own expense, all amounts due or to become due the Borrower under the Receivables. In connection with such collections, the Borrower may take (and, at the Agent's reasonable direction, shall take) such action as the Borrower or the Agent may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Agent on behalf of the Banks shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Borrower of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Agent on behalf of the Banks and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower thereunder directly to the Agent on behalf of the Banks and, upon such notification and at the expense of the Borrower, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower might have done. After receipt by the Borrower of the notice from the Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower in respect of the Receivables shall be received in trust for the benefit of the Banks hereunder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Agent on behalf of the Banks in the same form as so received (with any necessary indorsement) to be held as cash collateral and either (A) released to the Borrower so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b), and (ii) the Borrower shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Receivables. (a) The Borrower Grantor shall keep its chief place place(s) of business and chief its principal executive office and the office office(s) where it keeps its books and records (including those concerning the Receivables, ) and all originals original copies of all chattel paper which evidence Receivablesthe Subject Agreements located, in each case, at the location therefor its address specified in Section 4(a) Item A of Schedule I, or, upon 30 days' ’ prior written notice to the Agent and the BanksTrustee, at such other locations in a jurisdiction where all action actions required by the first sentence of Section 5 4.4 shall have been taken with respect to the Receivables. The Borrower will Receivables and the Subject Agreements; not change its name or its state or place of incorporation or organization except upon 30 days’ prior written notice to the Trustee; and hold and preserve such records books and chattel paper and will permit representatives of the Agent and the Banks at any time during normal business hours to inspect and make abstracts from such records and chattel paperrecords. (b) Except as otherwise provided in this subsection (b)) and subject to the Indenture, until an Event of Default has occurred and is continuing, the Borrower shall Grantor shall, subject to any provision of the Indenture to the contrary, continue to collect, at its own expense, all amounts due or to become due to the Borrower Grantor under the ReceivablesSubject Agreements. In connection with such collections, provided no Event of Default shall have occurred and be continuing, the Borrower may Grantor may, as permitted by the Indenture, take (and, at the Agent's reasonable Trustee’s direction, shall take) such action as the Borrower or the Agent Grantor may deem necessary or advisable to enforce collection of the Receivables; providedapplicable Subject Agreement. At any time after an Event of Default has occurred and is continuing, however, that the Agent on behalf of the Banks Trustee shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Borrower of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment security interest of the Trustee in such Receivables to the Agent on behalf of the Banks Trustee and to direct such account debtors or obligors to make payment to the Trustee of all any amounts due or to become due to the Borrower thereunder directly to the Agent on behalf of the Banks and, upon such notification and at the expense of the Borrower, to enforce collection of any such Receivablesof the Receivables by suit or otherwise and surrender, and to release or exchange all or any part thereof, or adjust, settle or compromise or extend or renew for any period (whether or not longer than the amount original period) any indebtedness thereunder or evidenced thereby. If an Event of Default has occurred and is continuing, upon the request of the Trustee, the Grantor will, at its own expense, notify any parties obligated on any of the Receivables to make payment thereofto the Trustee of any amounts due or to become due thereunder, and in such event, the Trustee are authorized to endorse, in the same manner and name of the Grantor, any item representing any payment on or other proceeds of any of the Receivables. (c) After delivery to the same extent as the Borrower might have done. After receipt Grantor by the Borrower Trustee of the a notice from the Agent referred to in the proviso to the preceding sentence, that an Event of Default has occurred and is continuing: (i) all amounts and proceeds (including instrumentsInstruments) received by the Borrower Grantor in respect of the any Receivables shall be received in trust for the benefit of the Banks Trustee hereunder, shall be segregated from other funds of the Borrower Grantor, and shall be forthwith paid over to the Agent on behalf of the Banks Trustee in the same form as so received (with any necessary indorsementendorsements) to be held as cash collateral and either (A) released to the Borrower so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b), this Security Agreement; and (ii) subject to any provision of the Borrower Indenture to the contrary, the Grantor shall not adjust, settle settle, or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. (d) After the occurrence and during the continuance of an Event of Default, (A) the Trustee may in its own name or in the name of others communicate with account debtors in order to verify with them to the Trustee’s reasonable satisfaction the existence, amount and terms of any Receivables and (B) the Trustee shall have the right, at the Grantor’s expense, to make test verifications of the Receivables in any reasonable manner and through any medium that it considers advisable, and the Grantor agrees to furnish all such assistance as the Trustee may reasonably require in connection therewith.

As to Receivables. (a) The Borrower Guarantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidence Receivables, at the location therefor specified in Section 4(a) Schedule I hereto or, upon 30 days' , prior written notice to the Agent and the Bankseach Bank, at such other locations in a jurisdiction where all action required by Section 5 shall have been taken with respect to the Receivables. The Borrower Guarantor will hold and preserve such records and chattel paper and will permit representatives of the Agent and the Banks at or any time during normal business hours Bank to inspect and make abstracts from such records and chattel paperrecords. (b) Except as otherwise provided in this subsection (b), the Borrower Guarantor shall continue to collect, at its own expense, all amounts due or to become due the Borrower to Guarantor under the Receivables. In connection with such collections, the Borrower Guarantor may take (and, at the Agent's reasonable directiondiscretion, shall take) such action as the Borrower Guarantor or the Agent may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Agent on behalf of the Banks shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Borrower Guarantor of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Agent on behalf and each of the Banks and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower Guarantor thereunder directly to the Agent on behalf of the Banks and, upon such notification and at the expense of the BorrowerGuarantor, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower Guarantor might have done. After receipt by the Borrower Guarantor of the notice from the Agent Bank referred to in the proviso to the preceding sentencesentence and as long as there is an Event of Default, (i1) all amounts and proceeds (including instruments) received by the Borrower Guarantor in respect of the Receivables shall be received in trust for the benefit of the Agent and all the Banks hereunder, shall be segregated from other funds of the Borrower Guarantor and shall be forthwith paid over to the Agent on behalf of the Banks in the same form as so received (with any necessary indorsementendorsement) to be held as cash collateral and either (A) released to the Borrower so long as no Event of Default shall have occurred and Cash Collateral, or be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b14(b), as determined by the Required Banks, and (ii2) the Borrower Guarantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, other than any discount allowed for prompt payment.

As to Receivables. (a) The Borrower Grantors shall keep its their chief place of business and chief executive office and the office where it keeps its they keep their records concerning the Receivables, and all originals of all chattel paper which evidence Receivables, at the location therefor specified in Section 4(a) 2.1 or, upon 30 days' prior written notice to the Agent and the BanksBank, at such other locations in a jurisdiction where all action required by Section 5 3.1 shall have been taken with respect to the Receivables. The Borrower will Grantors shall hold and preserve such records and chattel paper and will shall permit representatives of the Agent and the Banks Bank 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), the Borrower Grantors shall continue to collect, at its their own expense, all amounts due or to become due the Borrower Grantors under the Receivables. In connection with such collections, the Borrower Grantors may take (and, at the AgentBank's reasonable direction, shall take) such action as the Borrower Grantors or the Agent Bank may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Agent on behalf of the Banks Bank shall have the right at any time, time upon the occurrence and during the continuance 59 of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Borrower Grantors of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Agent on behalf of the Banks Bank and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower a Grantor thereunder directly to the Agent on behalf of the Banks Bank and, upon such notification and at the expense of the BorrowerGrantors, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower a Grantor might have done. After receipt by the Borrower Grantors of the notice from the Agent Bank referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower a Grantor in respect of the Receivables shall be received in trust for the benefit of the Banks Bank hereunder, shall be segregated from other funds of the Borrower such Grantor and shall be forthwith paid over to the Agent on behalf of the Banks Bank in the same form as so received (with any necessary indorsementendorsement) to be held as cash collateral and either (A) released to the Borrower Grantors so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b5. l(b), and (ii) the Borrower no Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. (c) The Grantors shall take all steps necessary to protect the Bank's interest in the Collateral under the Federal Assignment of Claims Act, the Social Security Act, or other applicable federal, state, or local statutes, ordinances or regulations and deliver to the Bank appropriately endorsed, any instrument or chattel paper connected with any Receivable, arising out of contracts between any Grantor and the United States, any state or any department, agency or instrumentality of any of them.

As to Receivables. (a) The Borrower Each Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Receivables, and all the originals of all chattel paper which that evidence Receivables, if any, at the location therefor specified referred to in Section 4(a) or, upon 30 days' prior written notice to the Agent and the BanksAgent, at such any other locations in the United States of America in a jurisdiction where all action required by Section 5 shall have been taken with respect to the Receivables. The Borrower Each Grantor will hold and preserve such records and chattel paper and will permit representatives of the Agent and the Banks at any time during normal business hours to inspect and make abstracts from such records and chattel paper. No Grantor shall change its name, identity or corporate structure to such an extent that any financing statement filed in connection with this Agreement would become seriously misleading, unless the Borrower shall have given the Agent at least 30 days prior written notice thereof and prior to effecting any such change, taken such steps, at Borrower's expense, as Agent may deem necessary or desirable to continue the perfecting and priority of the liens in favor of the Agent granted in connection herewith. (b) Except as otherwise provided in this subsection (b), the Borrower Grantor shall continue to collect, at its own expense, all amounts due or to become due the Borrower Grantor under the Receivables. In connection with such collections, the Borrower Grantor may take (and, at the Agent's reasonable direction, shall take) such action as the Borrower Grantor or the Agent may reasonably deem necessary 121 or advisable to enforce collection of the Receivables; provided, however, that the Agent on behalf of the Banks shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Unmatured Default and upon written notice to the Borrower Grantor of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Agent on behalf of the Banks and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower Grantor thereunder directly to the Agent on behalf of the Banks and, upon such notification and at the expense of the BorrowerGrantor, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower Grantor might have done. After receipt by the Borrower Grantor of the notice from the Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower Grantor in respect of the Receivables shall be received in trust for the benefit of the Banks Agent hereunder, shall be segregated from other funds of the Borrower Grantor and shall be forthwith paid over to the Agent on behalf of the Banks in the same form as so received (with any necessary indorsement) to be held as cash collateral and either (A) released to the Borrower Grantor so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b12(b), and (ii) the Borrower Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, except in the ordinary course of business consistent with past practice.

As to Receivables. (a) The Borrower Each Grantor shall keep its chief place place(s) of business and its chief executive office and the office office(s) where it keeps its books and records (including those concerning the Receivables, ) and all originals original copies of all chattel paper which evidence Receivablesthe Distribution Agreements and the License Agreements located, in each case, at the location therefor its address specified in Section 4(a) Item A of Schedule I, or, upon 30 days' prior written notice to the Agent and the BanksGrantee, at such other locations in a jurisdiction where all action actions required by the first sentence of Section 5 4.4 shall have been taken with respect to the Receivables. The Borrower will , the Distribution Agreements and the License Agreements; not change its name or its state or place of incorporation or organization except upon 30 days' prior written notice to Grantee; and hold and preserve such records books and chattel paper and will permit representatives of the Agent and the Banks at any time during normal business hours to inspect and make abstracts from such records and chattel paperrecords. (b) Except as otherwise provided in this subsection (b), until an Event of Default has occurred and is continuing, each Grantor shall, subject to Section 5.10 of the Borrower shall Assignment Agreement, continue to collect, at its own expense, all amounts due or to become due the Borrower either Grantor under the ReceivablesManagement Agreement, the Ortec Security Agreement, the Distribution Agreements and the License Agreements. In connection with such collections, provided no Event of Default shall have occurred and be continuing, each Grantor may, subject to Section 5.10 of the Borrower may Assignment Agreement, take (and, at the AgentGrantee's reasonable direction, shall take) such action as the Borrower or the Agent such Grantor may deem necessary or advisable to enforce collection of the Receivables; providedManagement Agreement, howeverthe Ortec Security Agreement or the applicable Distribution Agreement or License Agreement. At any time after an Event of Default has occurred and is continuing, that the Agent on behalf of the Banks Grantee shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Borrower of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment security interest of Grantee in such Receivables to the Agent on behalf of the Banks Grantee and to direct such account debtors or obligors to make payment to Grantee of all any amounts due or to become due to the Borrower thereunder directly to the Agent on behalf of the Banks and, upon such notification and at the expense of the Borrower, to enforce collection of any such Receivablesof the Receivables by suit or otherwise and surrender, and to release or exchange all or any part thereof, or adjust, settle or compromise or extend or renew for any period (whether or not longer than the amount original period) any indebtedness thereunder or evidenced thereby. If an Event of Default has occurred and is continuing, upon the request of Grantee, each Grantor will, at its own expense, notify any parties obligated on any of the Receivables to make payment thereofto Grantee of any amounts due or to become due thereunder, and in such event, Grantee is authorized to endorse, in the same manner and to the same extent as the Borrower might have done. After receipt by the Borrower name of such Grantor, any item representing any payment on or other proceeds of any of the Receivables. (c) After delivery to each Grantor by Grantee of a notice from the Agent referred to in the proviso to the preceding sentence, that an Event of Default has occurred and is continuing: (i) all amounts and proceeds (including instrumentsInstruments) received by the Borrower Grantors in respect of the any Receivables shall be received in trust for the benefit of the Banks Grantee hereunder, shall be segregated from other funds of the Borrower Grantors, and shall be forthwith paid over to the Agent on behalf of the Banks Grantee in the same form as so received (with any necessary indorsementendorsements) to be held as cash collateral and either (A) released to the Borrower so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b), this Security Agreement; and (ii) subject to Section 5.10 of the Borrower Assignment Agreement, neither Grantor shall not adjust, settle settle, or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. (d) After the occurrence and during the continuance of an Event of Default, (A) Grantee may in its own name or in the name of others communicate with account debtors in order to verify with them to Grantee's reasonable satisfaction the existence, amount and terms of (h) any Receivables and (B) Grantee shall have the right, at the Grantors' expense, to make test verifications of the Receivables in any reasonable manner and through any medium that it considers advisable, and each Grantor agrees to furnish all such assistance as Grantee may reasonably require in connection therewith. (e) Notwithstanding the foregoing, nothing in this Section 4.1 shall be deemed to limit any provision contained in the Consent and Agreement.

As to Receivables. (ai) The Borrower shall Grantor will (A) keep its Grantor's chief place of business and chief executive office and the office where it Grantor keeps its Grantor's records concerning the ReceivablesAccounts Receivable, and all originals of all chattel paper which evidence Receivables, constitute Accounts Receivable at the location therefor location(s) specified in Section 4(aparagraph 5(b) or, upon 30 days' hereof or at such other locations as Grantor shall elect after giving sixty (60) days prior written notice to the Agent of such new locations, and the Banks, at such other locations in a jurisdiction where all action required by Section 5 shall have been taken with respect to the Receivables. The Borrower will (B) hold and preserve its records concerning the Receivables and such records and chattel paper and will permit representatives of the Agent and the Banks at any time during normal business hours to inspect and make copies of or abstracts from such records and chattel paper. (bii) Except The Grantor will, except as otherwise provided in this subsection paragraph (bii), the Borrower shall continue to collect, at its Grantor's own expense, all amounts due or to become due the Borrower under the Receivables. In connection with such collections, the Borrower may Grantor will take (and, at the Agent's reasonable direction, shall take) such action as the Borrower or the Agent Grantor may deem necessary or advisable to enforce collection or performance of the Receivables; , provided, however, that the Agent on behalf of the Banks shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an in the event whichthat the Total Exposure shall at any time exceed the Lenders' maximum Commitment under Section 4.1(a), with and the giving Grantor shall fail to make a principal payment within three (3) Business Days thereof the effect of notice or which shall be to reduce the lapse of time, or both, would become an Event of Default and upon written notice Total Exposure to the Borrower of its intention to do sonot more than such maximum Commitment, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Lenders or to the Agent on behalf for the ratable benefit of the Banks Lenders and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower Grantor thereunder directly to the Agent on behalf for the ratable benefit of the Banks Lenders and, upon such notification and at the expense of the BorrowerGrantor and to the extent permitted by law, to enforce collection of any such Receivables, Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower Grantor might have done. After receipt by Upon and after the Borrower giving of the notice from the Agent referred to in the proviso to the preceding sentencesuch notification, (iA) all amounts and proceeds (including instruments) received by the Borrower Grantor in respect of the Receivables shall be received in trust for the benefit of the Banks Lenders hereunder, shall be segregated from other funds of the Borrower Grantor and shall be forthwith paid over to the Agent on behalf of the Banks in the same form as so received (with any necessary indorsement) to be held as cash collateral and either (A1) released to the Borrower Grantor so long as no Event of Default shall have occurred and be continuing or (B2) if any Event of Default shall have occurred and be continuing, applied as provided by specified in Section 13(b)7(b) hereof, and (iiB) the Borrower shall Grantor will not adjust, settle or compromise the amount or of payment of any Receivable, Receivable or release wholly or partly any account debtor or obligor thereof, thereof or allow any credit or discount thereon.

As to Receivables. The Grantor shall: (a) The Borrower shall keep its chief place of business and chief executive office offices and the office offices where it keeps its records concerning the Receivables, and all originals of all chattel paper Chattel Paper which evidence Receivables, at the location or locations therefor specified in Section 4(a5(a) or, upon 30 days' prior written notice to the Agent and the Banks, or at such other locations in a jurisdiction jurisdictions where all action required by Section 5 6 shall have been taken with respect to the Receivables. The Borrower Grantor will at all times hold and preserve such records and chattel paper and will permit representatives of the Agent and the Banks at any time during normal business hours to inspect and make abstracts from such records and chattel paper.Chattel Paper; (b) Except except as otherwise provided in this subsection (bSection 7(b), the Borrower shall continue to collect, at its own expense, all amounts due or to become due the Borrower to it under the Receivables. In connection with such collections, the Borrower Grantor may take (and, at the Agent's reasonable direction, shall take) such action as the Borrower or the Agent Grantor may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Agent on behalf of the Banks shall have the right right, at any time, upon time after the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Borrower of its intention to do soDefault, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Agent on behalf of the Banks and to direct such account debtors or obligors obligators to make payment of all amounts due or to become due to the Borrower Grantor thereunder directly to the Agent on behalf of the Banks and, upon such notification and at the expense of the BorrowerGrantor, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower Grantor might have done. After receipt by the Borrower occurrence and during the continuance of the notice from the Agent referred to in the proviso to the preceding sentencean Event of Default, (i) all amounts and proceeds (including instrumentsInstruments) received by the Borrower Grantor in respect of the Receivables shall be received in trust for the benefit of the Banks Agent hereunder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Agent on behalf of the Banks in the same form as so received (with any necessary indorsement) to be held as cash collateral and either (A) released to the Borrower so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b), and (ii) the Borrower shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.from

As to Receivables. (a) The Borrower Company shall keep its chief place place(s) of business and its chief executive office and the office office(s) where it keeps its books and records (including those concerning the Receivables, ) and all originals original copies of all chattel paper which evidence Receivablesits Assigned Agreements located, in each case, at the location therefor its address specified in Section 4(aParagraph 9(a) above, or, upon 30 days' ’ prior written notice to the Agent and the BanksAdministrative Agent, at such other locations in a jurisdiction where all action actions required by Section 5 the first sentence of Paragraph 10(h) shall have been taken with respect to the Receivables. The Borrower will Receivables and the Assigned Agreements; not change its name except upon 30 days’ prior written notice to the Administrative Agent; hold and preserve such records and chattel paper paper; and will permit representatives of the Administrative Agent and the Banks at any time during normal business hours upon reasonable notice to inspect and make abstracts from such records and chattel paper. (b) Except . Until such time as otherwise provided the Administrative Agent shall notify Company that an Event of Default has occurred and is continuing Company shall, in this subsection (b)accordance with its customary business practices, the Borrower shall continue to collect, at its own expense, all amounts due or to become due the Borrower to it under the Receivables. In connection with such collections, the Borrower may take (and, at the Agent's reasonable direction, shall take) such action as the Borrower or the Agent may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Administrative Agent on behalf of the Banks shall have the right right, at any time, upon time after notice to Company from the occurrence and during the continuance of Administrative Agent that an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default has occurred and upon written notice to the Borrower of its intention to do sois continuing, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Administrative Agent on behalf of the Banks and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower Company thereunder directly to the Administrative Agent on behalf of the Banks and, upon such notification and at the expense of the BorrowerCompany, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower Company might have done. After receipt by the Borrower delivery to Company of the notice from the Administrative Agent referred to in the proviso to the preceding sentence, above: (i) all amounts and proceeds (including instrumentsInstruments) received by the Borrower Company in respect of the any Receivables shall be received in trust for the benefit of the Banks Administrative Agent hereunder, shall be segregated from other funds of the Borrower Company, and shall be forthwith paid over to the Administrative Agent on behalf of the Banks in the same form as so received (with any necessary indorsementendorsements) to be held as cash collateral and either (A) released to the Borrower so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b), this Company Security Agreement; and (ii) Company shall not, without the Borrower shall not consent of the Administrative Agent, adjust, settle settle, or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. After the occurrence and during the continuance of an Event of Default, and at other times with the consent of Company (not to be unreasonably withheld), (A) the Administrative Agent may in its own name or in the name of others communicate with account debtors in order to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables and (B) the Administrative Agent shall have the right, at Company’s expense, to make test verifications of the Receivables in any manner and through any medium that it considers advisable, and Company agrees to furnish all such assistance.

As to Receivables. (a) The Borrower Grantor shall keep its chief place place(s) of business and its chief executive office and the office office(s) where it keeps its books and records (including those concerning the Receivables, ) and all originals original copies of all chattel paper which evidence Receivablesthe Royalty Agreements located, in each case, at the location therefor its address specified in Section 4(a) Schedule I, or, upon 30 days' ’ prior written notice to the Agent and the BanksPurchaser, at such other locations in a jurisdiction where all action actions required by the first sentence of Section 5 4.3 shall have been taken with respect to the Receivables. The Borrower will Receivables and the Royalty Agreements; not change its name or its state or place of incorporation or organization except upon 30 days’ prior written notice to the Purchaser; and hold and preserve such records books and chattel paper and will permit representatives of the Agent and the Banks at any time during normal business hours to inspect and make abstracts from such records and chattel paperrecords. (b) Except as otherwise provided in this subsection (b), until an Event of Default has occurred and is continuing, the Borrower shall Grantor shall, subject to Section 5.11 of the Assignment Agreement, continue to collect, at its own expense, all amounts due or to become due the Borrower Grantor under the ReceivablesRoyalty Agreements to which it is a party. In connection with such collections, provided no Event of Default shall have occurred and be continuing, the Borrower may Grantor may, subject to Section 5.11 of the Assignment Agreement, take (and, at the Agent's reasonable Purchaser’s direction, shall take) such action as the Borrower or the Agent Grantor may deem necessary or advisable to enforce collection of the Receivables; providedapplicable Royalty Agreement. At any time after an Event of Default has occurred and is continuing, however, that the Agent on behalf of the Banks Purchaser shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Borrower of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Agent on behalf of the Banks Purchaser and to direct such account debtors or obligors to make payment of all to the Purchaser or any amounts due or to become due to the Borrower thereunder directly to the Agent on behalf of the Banks and, upon such notification and at the expense of the Borrower, to enforce collection of any such Receivablesor the Receivables by suit or otherwise and surrender, and to release or exchange all or any part thereof, or adjust, settle or compromise or extend or renew for any period (whether or not longer than the amount original period) any indebtedness thereunder or evidenced thereby. If an Event of Default has occurred and is continuing, upon the request or the Purchaser, the Grantor will, at its own expense, notify any parties obligated on any of the Receivables to make payment thereofto the Purchaser of any amounts due or to become due thereunder, and in such event, the Purchaser is authorized to endorse, in the same manner and name of the Grantor, any item representing any payment on or other proceeds of any of the Receivables. (c) After delivery to the same extent as the Borrower might have done. After receipt Grantor by the Borrower Purchaser of the a notice from the Agent referred to in the proviso to the preceding sentence, that an Event of Default has occurred and is continuing: (i) all amounts and proceeds (including instrumentsInstruments) received by the Borrower Grantor in respect of the any Receivables shall be received in trust for the benefit of the Banks Purchaser hereunder, shall be segregated from other funds of the Borrower Grantor, and shall be forthwith paid over to the Agent on behalf of the Banks Purchaser in the same form as so received (with any necessary indorsementendorsements) to be held as cash collateral and either (A) released to the Borrower so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b), this Security Agreement; and (ii) subject to Section 5.11 of the Borrower Assignment Agreement, the Grantor shall not adjust, settle settle, or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. (d) After the occurrence and during the continuance of an Event of Default, (A) the Purchaser may in its own name or in the name of others communicate with account debtors in order to verify with them to the Purchaser’s reasonable satisfaction the existence, amount and terms of any Receivables and (B) the Purchaser shall have the right, at the Grantor’s expense, to make test verifications of the Receivables in any reasonable manner and through any medium that it considers advisable, and the Grantor agrees to furnish all such assistance as the Purchaser may reasonably require in connection therewith.

As to Receivables. (a) The Borrower Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidence Receivables, at the location therefor specified in Section 4(a4(b) or, upon 30 days' prior written notice to the Agent and the BanksSecured Party, at such other locations in a jurisdiction where all action required by Section 5 shall have been taken with respect to the Receivables. The Borrower Grantor will hold and preserve such records and chattel paper and will permit representatives of the Agent and the Banks Secured Party 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), the Borrower Grantor shall continue to collect, at its own expense, all amounts due or to become due the Borrower Grantor under the Receivables. In connection with such collections, the Borrower Grantor may take (and, at the AgentSecured Party's reasonable direction, shall take) such action as the Borrower Grantor or the Agent Secured Party may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Agent on behalf of the Banks Secured Party shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Borrower Grantor of its intention to do so, to notify the account debtors or obligors under any Receivables receivables of the assignment of such Receivables to the Agent on behalf of the Banks Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower Grantor thereunder directly to the Agent on behalf of the Banks Secured Party and, upon such notification and at the expense of the BorrowerGrantor, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower Grantor might have done. After receipt by the Borrower Grantor of the notice from the Agent Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower Grantor in respect of the Receivables shall be received in trust for the benefit of the Banks Secured Party hereunder, shall be segregated from other funds of the Borrower Grantor and shall be forthwith paid over to the Agent on behalf of the Banks Secured Party in the same form as so received (with any necessary indorsementendorsement) to be held as cash collateral and either (A1) released to the Borrower Grantor so long as no Event of Default shall have occurred and be continuing or (B2) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b), and (ii) the Borrower Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Receivables. (a) The Borrower Grantor shall keep its chief place place(s) of business and its chief executive office and the office office(s) where it keeps its books and records (including those concerning the Receivables, ) and all originals original copies of all chattel paper which evidence Receivablesthe Agreements located, in each case, at the location therefor its address specified in Section 4(a) Schedule I, or, upon 30 days' prior written notice to the Agent and the BanksGrantee, at such other locations in a jurisdiction where all action actions required by the first sentence of Section 5 4.4 shall have been taken with respect to the Receivables. The Borrower will Receivables and the License Agreements; not change its name or its state or place of incorporation or organization except upon 30 days' prior written notice to Grantee; and hold and preserve such records books and chattel paper and will permit representatives of the Agent and the Banks at any time during normal business hours to inspect and make abstracts from such records and chattel paperrecords. (b) Except as otherwise provided in this subsection (b), the Borrower until an Event of Default has occurred and is continuing, Grantor shall continue to collect, at its own expense, all amounts due or to become due the Borrower Grantor under the ReceivablesAgreements. In connection with such collections, the Borrower provided no Event of Default shall have occurred and be continuing, Grantor may take (and, at the AgentGrantee's reasonable direction, shall take) such action as the Borrower or the Agent Grantor may deem necessary or advisable to enforce collection of the Receivables; providedAgreements. At any time after an Event of Default has occurred and is continuing, however, that the Agent on behalf of the Banks Grantee shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Borrower of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment security interest of Grantee in such Receivables to the Agent on behalf of the Banks Grantee and to direct such account debtors or obligors to make payment to Grantee of all any amounts due or to become due to the Borrower thereunder directly to the Agent on behalf of the Banks and, upon such notification and at the expense of the Borrower, to enforce collection of any such Receivablesof the Receivables by suit or otherwise and surrender, and to release or exchange all or any part thereof, or adjust, settle or compromise or extend or renew for any period (whether or not longer than the amount original period) any indebtedness thereunder or evidenced thereby. If an Event of Default has occurred and is continuing, upon the request of Grantee, Grantor will, at its own expense, notify any parties obligated on any of the Receivables to make payment thereofto Grantee of any amounts due or to become due thereunder, and in such event, Grantee is authorized to endorse, in the same manner and to the same extent as the Borrower might have done. After receipt by the Borrower name of Grantor, any item representing any payment on or other proceeds of any of the notice from the Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower in respect of the Receivables shall be received in trust for the benefit of the Banks hereunder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Agent on behalf of the Banks in the same form as so received (with any necessary indorsement) to be held as cash collateral and either (A) released to the Borrower so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b), and (ii) the Borrower shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereonReceivables.

As to Receivables. (aA) The Borrower shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Receivables, and all the originals of all chattel paper which that evidence Receivables, if any, at the location therefor specified referred to in Section 4(a) or, upon 30 days' ’ prior written notice to the Agent and the BanksLender, at such any other locations in the United States of America in a jurisdiction where all action required by Section 5 shall have been taken with respect to the Receivables. The Borrower will hold and preserve such records and chattel paper and will permit representatives of the Agent and the Banks or a Lender at any time during normal business hours to inspect and make abstracts from such records and chattel paper. The Borrower shall not change its name, identity or corporate structure to such an extent that any financing statement filed in connection with this Agreement would become seriously misleading, unless the Borrower shall have given the Agent at least 30 days prior written notice thereof and prior to effecting any such change, taken such steps, at Borrower’s expense, as the Agent may deem necessary or desirable to continue the perfecting and priority of the liens in favor of the Lender granted in connection herewith. (bB) Except as otherwise provided in this subsection Subsection (bB), the Borrower shall continue to collect, at its own expense, all amounts due or to become due the Borrower under the Receivables. In connection with such collections, the Borrower may take (and, at the Agent's reasonable ’s direction, shall take) such action as the Borrower or the Agent may reasonably deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Agent on behalf of the Banks shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Unmatured Default and upon written notice to the Borrower of or its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Agent on behalf of the Banks and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower thereunder directly to the Agent on behalf of the Banks and, upon such notification and at the expense of the Borrower, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower might have done. After receipt by the Borrower of the notice from the Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower in respect of the Receivables shall be received in trust for the benefit of the Banks Agent hereunder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Agent on behalf of the Banks in the same form as so received (with any necessary indorsementendorsement) to be held as cash collateral and either (Aa) released to the Borrower so long as no Event of Default shall have occurred and be continuing or (Bb) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b13(B), and (ii) the Borrower shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, except in the ordinary course of business consistent with past practice.

As to Receivables. (a) The the Borrower shall remain a registered organization within the meaning of the CODE organized under the laws of Delaware and keep its chief place of business and chief executive office and the office where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidence Receivables, at the location therefor specified in Section 4(aSCHEDULE 4(i) or, upon 30 days' prior written notice to the Agent and the BanksLender, at such other locations location(s) in a jurisdiction where all action required by Section 5 shall have been taken with respect to the Receivables. The Borrower will hold and preserve such records and chattel paper and will permit representatives of the Agent and the Banks Lender 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), the Borrower shall continue to collect, at its own expense, all amounts due or to become due the Borrower under the Receivables. In connection with such collections, the Borrower may take (and, at the AgentLender's reasonable direction, shall take) such action as the Borrower or the Agent Lender may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Agent on behalf of the Banks Lender shall have the right at any time, upon the occurrence and during the continuance continuation of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Borrower of its intention to do soDefault, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Agent on behalf of the Banks Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower thereunder directly to the Agent on behalf of the Banks Lender and, upon such notification and at the expense of the Borrower, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower might have done. After receipt by the Borrower of the notice from the Agent Lender referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower in respect of the Receivables shall be received in trust for the benefit of the Banks Lender hereunder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Agent on behalf of the Banks Lender in the same form as so received (with any necessary indorsementendorsement) to be held as cash collateral and either (A) released to the Borrower so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(bSECTION 16(b), and (ii) the Borrower shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Receivables. (a) The Borrower FPF shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidence Receivables, Receivables at the location therefor specified in Section 4(a) or, upon 30 days' prior written notice to the Agent Lender and the BanksTrustee, at such any other locations in a jurisdiction where all action required by Section 5 shall have been taken with respect to the Receivables. The Borrower will FPF and the Trustee, hold and preserve such records and chattel paper and will shall permit representatives of the Agent Lender and the Banks Trustee, at any time during normal business hours to inspect and make abstracts from such records and chattel paperrecords. (b) Except as otherwise provided in this subsection (b), the Borrower FPF shall continue to collect, at its own expenseor shall cause the collection of, all amounts due or to become due the Borrower to FPF under the Receivables. In connection with such collections, the Borrower FPF may take (and, at the AgentLender's reasonable direction, shall take) such action as the Borrower FPF or the Agent Lender may deem necessary or advisable to enforce collection of the Receivables; provided, however, that upon the Agent on behalf occurrence of an Amortization Event, the Banks Lender and the Trustee shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Borrower FPF of its intention to do so, to notify the account debtors or obligors under any the Receivables of the assignment of such Receivables to the Agent on behalf of Lender or the Banks Trustee, as the case may be, and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower FPF thereunder directly to the Agent on behalf of Lender or the Banks Trustee, as the case may be, and, upon such notification and at the expense of the BorrowerFPF, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower FPF might have done. After receipt by the Borrower FPF of the notice from the Agent Lender referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower FPF in respect of the Receivables shall be received in trust for the benefit of the Banks Lender hereunder, shall be segregated from other funds of the Borrower FPF and shall be forthwith paid over to the Agent Lender or the Trustee on behalf of the Banks Lender in the same form as so received (with any necessary indorsementendorsement) to be held as cash collateral and either (A) released to the Borrower FPF so long as no Amortization Event of Default shall have occurred and be continuing or (B) if any Amortization Event of Default shall have occurred and be continuing, applied as provided by Section 13(b11(b), and (ii) the Borrower FPF shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

As to Receivables. (a) The Borrower Each Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Receivables, and all the originals of all chattel paper which that evidence Receivables, if any, at the location therefor specified referred to in Section 4(a) or, upon 30 days' prior written notice to the Agent and the BanksAgent, at such any other locations in the United States of America in a jurisdiction where all action required by Section 5 shall have been taken with respect to the Receivables. The Borrower Each Grantor will hold and preserve such records and chattel paper and will permit representatives of the Agent and the Banks at any time during normal business hours to inspect and make abstracts from such records and chattel paper. No Grantor shall change its name, identity or corporate structure to such an extent that any financing statement filed in connection with this Agreement would become seriously misleading, unless the Borrower shall have given the Agent at least 30 days prior written notice thereof and prior to effecting any such change, taken such steps, at Borrower's expense, as Agent may deem necessary or desirable to continue the perfecting and priority of the liens in favor of the Agent granted in connection herewith. (b) Except as otherwise provided in this subsection (b), the Borrower Grantor shall continue to collect, at its own expense, all amounts due or to become due the Borrower Grantor under the Receivables. In connection with such collections, the Borrower Grantor may take (and, at the Agent's reasonable direction, shall take) such action as the Borrower Grantor or the Agent may reasonably deem necessary 130 or advisable to enforce collection of the Receivables; provided, however, that the Agent on behalf of the Banks shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Unmatured Default and upon written notice to the Borrower Grantor of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Agent on behalf of the Banks and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower Grantor thereunder directly to the Agent on behalf of the Banks and, upon such notification and at the expense of the BorrowerGrantor, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower Grantor might have done. After receipt by the Borrower Grantor of the notice from the Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower Grantor in respect of the Receivables shall be received in trust for the benefit of the Banks Agent hereunder, shall be segregated from other funds of the Borrower Grantor and shall be forthwith paid over to the Agent on behalf of the Banks in the same form as so received (with any necessary indorsement) to be held as cash collateral and either (A) released to the Borrower Grantor so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b12(b), and (ii) the Borrower Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, except in the ordinary course of business consistent with past practice.

As to Receivables. (a) The Borrower Each Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Receivables, and all the originals of all chattel paper which that evidence Receivables, if any, at the location therefor specified referred to in Section 4(a) or, upon 30 days' prior written notice to the Agent and the BanksAgent, at such any other locations in the United States of America in a jurisdiction where all action required by Section 5 shall have been taken with respect to the Receivables. The Borrower Each Grantor will hold and preserve such records and chattel paper and will permit representatives of the Agent and the Banks at any time during normal business hours to inspect and make abstracts from such records and chattel paper. No Grantor shall change its name, identity or corporate structure to such an extent that any financing statement filed in connection with this Agreement would become seriously misleading, unless the Borrower shall have given the Agent at least 30 days prior written notice thereof and prior to effecting any such change, taken such steps, at Borrower's expense, as Agent may deem necessary or desirable to continue the perfecting and priority of the liens in favor of the Agent granted in connection herewith. (b) Except as otherwise provided in this subsection (b), the Borrower Grantor shall continue to collect, at its own expense, all amounts due or to become due the Borrower Grantor under the Receivables. In connection with such collections, the Borrower Grantor may take (and, at the Agent's reasonable direction, shall take) such action as the Borrower Grantor or the Agent may reasonably deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Agent on behalf of the Banks shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Unmatured Default and upon written notice to the Borrower Grantor of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Agent on behalf of the Banks and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower Grantor thereunder directly to the Agent on behalf of the Banks and, upon such notification and at the expense of the BorrowerGrantor, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower Grantor might have done. After receipt by the Borrower Grantor of the notice from the Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower Grantor in respect of the Receivables shall be received in trust for the benefit of the Banks Agent hereunder, shall be segregated from other funds of the Borrower Grantor and shall be forthwith paid over to the Agent on behalf of the Banks in the same form as so received (with any necessary indorsementendorsement) to be held as cash collateral and either (A) released to the Borrower Grantor so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b12(b), and (ii) the Borrower Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, except in the ordinary course of business consistent with past practice.

As to Receivables. (a) The Borrower shall keep its chief place place(s) of business ----------------- and its chief executive office and the office office(s) where it keeps its books and records (including those concerning the Receivables, ) and all originals original copies of all chattel paper which evidence Receivablesits Assigned Agreements located, in each case, at the location therefor its address specified in Section 4(aParagraph 9(a) above, or, upon 30 days' prior written notice to the Agent and the BanksAdministrative Agent, at such other locations in a jurisdiction where all action actions required by Section 5 the first sentence of Paragraph 10(h) shall have been taken with respect to the Receivables. The Borrower will Receivables and the Assigned Agreements; not change its name except upon 30 days' prior written notice to the Administrative Agent; hold and preserve such records and chattel paper paper; and will permit representatives of the Administrative Agent and the Banks at any time during normal business hours to inspect and make abstracts from such records and chattel paper. (b) Except . Until such time as otherwise provided the Administrative Agent shall notify Borrower that an Event of Default has occurred and is continuing Borrower shall, in this subsection (b)accordance with its customary business practices, the Borrower shall continue to collect, at its own expense, all amounts due or to become due the Borrower to it under the Receivables. In connection with such collections, the Borrower may take (and, at the Agent's reasonable direction, shall take) such action as the Borrower or the Agent may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Administrative Agent on behalf of the Banks shall have the right right, at any time, upon time after notice to Borrower from the occurrence and during the continuance of Administrative Agent that an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default has occurred and upon written notice to the Borrower of its intention to do sois continuing, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Administrative Agent on behalf of the Banks and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower thereunder directly to the Administrative Agent on behalf of the Banks and, upon such notification and at the expense of the Borrower, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower might have done. After receipt by the delivery to Borrower of the notice from the Administrative Agent referred to in the proviso to the preceding sentence, above: (i) all amounts and proceeds (including instrumentsInstruments) received by the Borrower in respect of the any Receivables shall be received in trust for the benefit of the Banks Administrative Agent hereunder, shall be segregated from other funds of the Borrower Borrower, and shall be forthwith paid over to the Administrative Agent on behalf of the Banks in the same form as so received (with any necessary indorsementendorsements) to be held as cash collateral and either (A) released to the Borrower so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b), and (ii) the this Borrower shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.Security Agreement; and

As to Receivables. (a) The Borrower Guarantor shall keep its chief place place(s) of business and its chief executive office and the office office(s) where it keeps its books and records (including those concerning the Receivables, ) and all originals original copies of all chattel paper which evidence Receivablesits Assigned Agreements located, in each case, at the location therefor its address specified in Section 4(aParagraph 9(a) above, or, upon 30 days' ’ prior written notice to the Agent and the BanksAdministrative Agent, at such other locations in a jurisdiction where all action actions required by Section 5 the first sentence of Paragraph 10(h) shall have been taken with respect to the Receivables. The Borrower will Receivables and the Assigned Agreements; not change its name except upon 30 days’ prior written notice to the Administrative Agent; hold and preserve such records and chattel paper paper; and will permit representatives of the Administrative Agent and the Banks at any time during normal business hours upon reasonable notice to inspect and make abstracts from such records and chattel paper. (b) Except . Until such time as otherwise provided the Administrative Agent shall notify Guarantor that an Event of Default has occurred and is continuing Guarantor shall, in this subsection (b)accordance with its customary business practices, the Borrower shall continue to collect, at its own expense, all amounts due or to become due the Borrower to it under the Receivables. In connection with such collections, the Borrower may take (and, at the Agent's reasonable direction, shall take) such action as the Borrower or the Agent may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Administrative Agent on behalf of the Banks shall have the right right, at any time, upon time after notice to Guarantor from the occurrence and during the continuance of Administrative Agent that an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default has occurred and upon written notice to the Borrower of its intention to do sois continuing, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Administrative Agent on behalf of the Banks and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower Guarantor thereunder directly to the Administrative Agent on behalf of the Banks and, upon such notification and at the expense of the BorrowerGuarantor, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower Guarantor might have done. After receipt by the Borrower delivery to Guarantor of the notice from the Administrative Agent referred to in the proviso to the preceding sentence, above: (i) all amounts and proceeds (including instrumentsInstruments) received by the Borrower Guarantor in respect of the any Receivables shall be received in trust for the benefit of the Banks Administrative Agent hereunder, shall be segregated from other funds of the Borrower Guarantor, and shall be forthwith paid over to the Administrative Agent on behalf of the Banks in the same form as so received (with any necessary indorsementendorsements) to be held as cash collateral and either (A) released to the Borrower so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b), this Guarantor Security Agreement; and (ii) Guarantor shall not, without the Borrower shall not consent of the Administrative Agent, adjust, settle settle, or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. After the occurrence and during the continuance of an Event of Default, and at other times with the consent of Guarantor (not to be unreasonably withheld), (A) the Administrative Agent may in its own name or in the name of others communicate with account debtors in order to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables and (B) the Administrative Agent shall have the right, at Guarantor’s expense, to make test verifications of the Receivables in any manner and through any medium that it considers advisable, and Guarantor agrees to furnish all such assistance.

As to Receivables. (a) The Borrower Grantors shall keep its their chief place of business and chief executive office and the office where it keeps its they keep their records concerning the Receivables, and all originals of all chattel paper which evidence Receivables, at the location therefor specified in Section 4(a) 2.1 or, upon 30 days' prior written notice to the Agent and the BanksAgent, at such other locations in a jurisdiction where all action required by Section 5 3.1 shall have been taken with respect to the Receivables. The Borrower will Grantors shall hold and preserve such records and chattel paper and will shall permit representatives of the Agent and the Banks 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), the Borrower Grantors shall continue to collect, at its their own expense, all amounts due or to become due the Borrower Grantors under the Receivables. In connection with such collections, the Borrower Grantors may take (and, at the Agent's reasonable direction, shall take) such action as the Borrower Grantors or the Agent may reasonably deem necessary or advisable to enforce collection of the Receivables; provided, 121 9 however, that the Agent on behalf of the Banks shall have the right at any time, time upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Borrower Grantors of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Agent on behalf of the Banks and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower a Grantor thereunder directly to the Agent on behalf of the Banks and, upon such notification and at the expense of the BorrowerGrantors, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower a Grantor might have done. After receipt by the Borrower Grantors of the notice from the Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower a Grantor in respect of the Receivables shall be received in trust for the benefit of the Banks Agent hereunder, shall be segregated from other funds of the Borrower such Grantor and shall be forthwith paid over to the Agent on behalf of the Banks in the same form as so received (with any necessary indorsementendorsement) to be held as cash collateral and either (A) released to the Borrower Grantors so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b5.1(b), and (ii) the Borrower no Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. (c) The Grantors shall take all steps necessary to protect the Agent's interest in the Collateral under the Federal Assignment of Claims Act, the Social Security Act, or other applicable federal, state, or local statutes, ordinances or regulations and deliver to the Agent appropriately endorsed, any instrument or chattel paper connected with any Receivable, arising out of contracts between any Grantor and the United States, any state or any department, agency or instrumentality of any of them.

As to Receivables. (a) The Borrower Grantor shall keep its chief place place(s) of business and its chief executive office and the office office(s) where it keeps its books and records (including those concerning the Receivables, ) and all originals original copies of all chattel paper which evidence Receivablesthe Distribution Agreements and the License Agreements located, in each case, at the location therefor its address specified in Section 4(a) Item A of Schedule I, or, upon 30 days' prior written notice to the Agent and the BanksGrantee, at such other locations in a jurisdiction where all action actions required by the first sentence of Section 5 4.4 shall have been taken with respect to the Receivables. The Borrower will , the Distribution Agreements and the License Agreements; not change its name or its state or place of incorporation or organization except upon 30 days' prior written notice to Grantee; and hold and preserve such records books and chattel paper and will permit representatives of the Agent and the Banks at any time during normal business hours to inspect and make abstracts from such records and chattel paperrecords. (b) Except as otherwise provided in this subsection (b), the Borrower until an Event of Default has occurred and is continuing, Grantor shall continue to collect, at its own expense, all amounts due or to become due the Borrower Grantor under the ReceivablesVita Licensing Agreements, the Distribution Agreements and the License Agreements. In connection with such collections, the Borrower provided no Event of Default shall have occurred and be continuing, Grantor may take (and, at the Agent's reasonable direction, shall take) such action as the Borrower or the Agent Grantor may deem necessary or advisable to enforce collection collections pursuant to the Vita SPC License Agreement or the applicable Distribution Agreement or License Agreement. At any time after an Event of the Receivables; providedDefault has occurred and is continuing, however, that the Agent on behalf of the Banks Grantee shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Borrower of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment security interest of Grantee in such Receivables to the Agent on behalf of the Banks Grantee and to direct such account debtors or obligors to make payment to Grantee of all any amounts due or to become due to the Borrower thereunder directly to the Agent on behalf of the Banks and, upon such notification and at the expense of the Borrower, to enforce collection of any such Receivablesof the Receivables by suit or otherwise and surrender, and to release or exchange all or any part thereof, or adjust, settle or compromise or extend or renew for any period (whether or not longer than the amount original period) any indebtedness thereunder or evidenced thereby. If an Event of Default has occurred and is continuing, upon the request of Grantee, Grantor will, at its own expense, notify any parties obligated on any of the Receivables to make payment thereofto Grantee of any amounts due or to become due thereunder, and in such event, Grantee is authorized to endorse, in the same manner and to the same extent as the Borrower might have done. After receipt by the Borrower name of Grantor, any item representing any payment on or other proceeds of any of the notice from the Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower in respect of the Receivables shall be received in trust for the benefit of the Banks hereunder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Agent on behalf of the Banks in the same form as so received (with any necessary indorsement) to be held as cash collateral and either (A) released to the Borrower so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b), and (ii) the Borrower shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereonReceivables.

As to Receivables. (a) The Borrower shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidence Receivables, at the location therefor specified in Section 4(a) Schedule I hereto or, upon 30 days' , prior written notice to the Agent and the Bankseach Bank, at such other locations in a jurisdiction where all action required by Section 5 shall have been taken with respect to the Receivables. The Borrower will hold and preserve such records and chattel paper and will permit representatives of the Agent and the Banks at or any time during normal business hours Bank to inspect and make abstracts from such records and chattel paperrecords. (b) Except as otherwise provided in this subsection (b), the Borrower shall continue to collect, at its own expense, all amounts due or to become due the to Borrower under the Receivables. In connection with such collections, the Borrower may take (and, at the Agent's reasonable directiondiscretion, shall take) such action as the Borrower or the Agent may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Agent on behalf of the Banks shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Borrower of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Agent on behalf and each of the Banks and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower thereunder directly to the Agent on behalf of the Banks and, upon such notification and at the expense of the Borrower, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower might have done. After receipt by the Borrower of the notice from the Agent Bank referred to in the proviso to the preceding sentencesentence and as long as there is an Event of Default, (i1) all amounts and proceeds (including instruments) received by the Borrower in respect of the Receivables shall be received in trust for the benefit of the Agent and all the Banks hereunder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Agent on behalf of the Banks in the same form as so received (with any necessary indorsementendorsement) to be held as cash collateral and either (A) released to the Borrower so long as no Event of Default shall have occurred and Cash Collateral, or be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b14(b), as determined by the Required Banks, and (ii2) the Borrower shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, other than any discount allowed for prompt payment.

As to Receivables. (a) The Borrower Each Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Receivables, and all originals of all chattel paper which evidence Receivables, at the location therefor specified in Section 4(a) or, upon 30 days' prior written notice to the Agent and the Banks, at such other locations in a jurisdiction where all action required by Section 5 Schedule B. Each Grantor shall have been taken with respect to the Receivables. The Borrower will hold and preserve such records and chattel paper and will shall permit representatives of the Agent and the Banks Guarantor at any time during normal business hours to inspect and make abstracts from such records and chattel paper, to test the Receivables and to make inquiries of the obligors of the Receivables. (b) Except as otherwise provided in this subsection (bsection 7(b), the Borrower each Grantor shall continue to collect, at its own expense, all amounts due or to become due the Borrower such Grantor under the Receivables. In connection with such collections, the Borrower each Grantor may take (and, at the AgentGuarantor's reasonable direction, shall take) such action as the Borrower such Grantor or the Agent Guarantor may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Agent on behalf of the Banks Guarantor shall have the right at any timetime after occurrence of a Default (regardless of whether the Obligations have been accelerated), upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Borrower such Grantor of its intention to do so, to, subject to the consent of the Banks and generally to the First Security Agreement, notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Agent on behalf of the Banks Guarantor and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower such Grantor thereunder directly to the Agent on behalf of the Banks Guarantor and, upon such notification and at the expense of the Borrowersuch Grantor, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower such Grantor might have done. After receipt by the Borrower either Grantor of the notice from the Agent Guarantor referred to in the proviso to the preceding sentence, and subject to consent of the Banks and the First Security Agreement, (i) all amounts and proceeds (including instruments) received by the Borrower such Grantor in respect of the Receivables shall be received in trust for the benefit of the Banks Guarantor hereunder, shall be segregated from other funds of the Borrower such Grantor and shall be forthwith paid over to the Agent on behalf of the Banks Guarantor in the same form as so received (with any necessary indorsementendorsement) to be held as cash collateral in the Cash Collateral Account and either (A) released to the Borrower so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(bsection 16(b), and (ii) the Borrower such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereonthereon that is material or outside the ordinary course of such Grantor's business. No account party or obligor under a Receivable shall have any duty to inquire whether a Default has occurred before making payments directly to the Guarantor. After the occurrence of a Default or an Event of Default, the Guarantor may settle or adjust disputes and claims directly with the obligors of the Receivables for amounts and on terms which the Guarantor considers advisable and in all such cases only the net amounts received by the Guarantor in payment of such amounts (after deduction of any amounts payable under section 17) need be applied to the Obligations. Each Grantor shall fully cooperate with the Guarantor's efforts to collect the Receivables including notifying and instructing the parties obligated on them to make payment to the Guarantor rather than either Grantor. (c) New M-Tech shall comply fully with its obligations under the Kmart Contract, the WCI License Agreement and any other agreements included in the Receivables or Related Contracts and shall refrain from any act or omission that would interfere with, or in any manner prevent, the Guarantor's obtaining the full benefits of any of the Receivables and Related Contracts. Without the prior written consent of the Guarantor, New M-Tech shall not modify or amend the Kmart Contract or the WCI License Agreement (or any other material agreement included in the Receivables or Related Contracts) and shall not release any party liable thereunder.

As to Receivables. (aA) The Borrower Grantor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Receivables, and all the originals of all chattel paper which that evidence Receivables, if any, at the location therefor specified referred to in Section 4(a) or, upon 30 days' ’ prior written notice to the Agent and the BanksAgent, at such any other locations in the United States of America in a jurisdiction where all action required by Section 5 shall have been taken with respect to the Receivables. The Borrower Grantor will hold and preserve such records and chattel paper and will permit representatives of the Agent and the Banks or any Lender at any time during normal business hours to inspect and make abstracts from such records and chattel paper. Grantor shall not change its name, identity or corporate structure to such an extent that any financing statement filed in connection with this Agreement would become seriously misleading, unless the Grantor shall have given Agent at least 30 days prior written notice thereof and prior to effecting any such change, taken such steps, at Grantor’s expense, as Agent may deem necessary or desirable to continue the perfecting and priority of the liens in favor of Agent (for the benefit of the Lenders) granted in connection herewith. (bB) Except as otherwise provided in this subsection Subsection (bB), the Borrower Grantor shall continue to collect, at its own expense, all amounts due or to become due the Borrower Grantor under the Receivables. In connection with such collections, the Borrower Grantor may take (and, at the Agent's reasonable ’s direction, shall take) such action as the Borrower Grantor or the Agent may reasonably deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Agent on behalf of the Banks shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Unmatured Default and upon written notice to the Borrower of Grantor or its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Agent on behalf of the Banks and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Borrower Grantor thereunder directly to the Agent on behalf of the Banks and, upon such notification and at the expense of the BorrowerGrantor, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower Grantor might have done. After receipt by the Borrower Grantor of the notice from the Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower Grantor in respect of the Receivables shall be received in trust for the benefit of the Banks Agent hereunder, shall be segregated from other funds of the Borrower Grantor and shall be forthwith paid over to the Agent on behalf of the Banks in the same form as so received (with any necessary indorsementendorsement) to be held as cash collateral and either (Aa) released to the Borrower Grantor so long as no Event of Default shall have occurred and be continuing or (Bb) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b13(B), and (ii) the Borrower Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, except in the ordinary course of business consistent with past practice.